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EXHIBIT 3(i)
ARTICLES OF INCORPORATION
OF
DEL CERRO ENTERPRISES, INC.
a Nevada Corporation
FIRST: The name of the corporation is:
DEL CERRO ENTERPRISES, INC.
SECOND: The resident agent for this corporation shall be:
SAGE INTERNATIONAL, INC.
The address of said agent, and the principal or statutory address of this
corporation in the State of Nevada, shall be 1135 Terminal Way, Suite 209, Reno,
Nevada, 89502, located in Washoe County, State of Nevada. This corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said corporation, and that this corporation may conduct all
corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
with the State of Nevada.
THIRD: The objects for which this corporation is formed are as follows:
to engage in any lawful activity.
FOURTH: That the total number of voting common stock authorized that
may be issued by the corporation is TWENTY FIVE THOUSAND (25,000) shares of
stock with NO PAR VALUE, and no other class of stock shall be authorized. Said
shares may be issued by the corporation from time to time for such
considerations as may be fixed from time to time by the Board of Directors.
FIFTH: The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the bylaws of this corporation,
providing that the number of directors shall not be reduced to less than one
(1). The name and post office address of the first Board of Directors shall be
one (1) in number and listed as follows:
<TABLE>
<CAPTION>
NAME POST OFFICE ADDRESS
---- -------------------
<S> <C>
Cheri S. Hill 1135 Terminal Way, Suite 209
Reno, Nevada 89502
</TABLE>
1 of 3 pages.
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SIXTH: After the amount of the subscription price, the purchase price,
of the par value of the stock of any class or series is paid into the
corporation, owners or holders of shares of any stock in the corporation may
never be assessed to pay the debts of the corporation.
SEVENTH: The name and post office address of the Incorporator signing
the Articles of Incorporation is as follows:
<TABLE>
<CAPTION>
NAME POST OFFICE ADDRESS
---- -------------------
<S> <C>
Cheri S. Hill 1135 Terminal Way, Suite 209
Reno, Nevada 89502
</TABLE>
EIGHTH: The corporation is to have a perpetual existence.
NINTH: No director or officer of the corporation shall be personally
liable to the corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer of for any act or omission of any such
director or officer; however, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; or (b) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of this
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.
TENTH: No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
ELEVENTH: This corporation reserves the right to amend, alter, change
or repeal and provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon the Stockholders herein are granted
subject to this reservation.
2 of 3 pages.
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I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying the facts herein stated are true, and accordingly have
hereunto set my hand FEBRUARY 25, 1999.
/s/ Cheri S. Hill
-----------------------------------
CHERI S. HILL, Incorporator
STATE OF NEVADA
COUNTY OF WASHOE
On FEBRUARY 25, 1999, before me, the undersigned, a Notary Public in and for
said County and State, personally known to me to be the person whose name is
subscribed to the foregoing document and acknowledged to be the same.
/s/ V.R. Sweet
-----------------------------------
Notary Public [SEAL]
CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT BY RESIDENT AGENT
SAGE INTERNATIONAL, INC., hereby accepts appointment as Resident Agent of DEL
CERRO ENTERPRISES, INC. in accordance with NRS 78.090.
SAGE INTERNATIONAL, INC.
By: /s/ Cheri S. Hill
--------------------------------
CHERI S. HILL, Senior V.P. Date: February 25, 1999
3 of 3 pages.
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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(BEFORE PAYMENT OF CAPITAL OR ISSUANCE OF STOCK)
Filed #C5723-99
--------------
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER SECRETARY OF STATE
CHERI S. HILL
-----------------------------------
Name of Incorporator
certifies that:
1. She constitutes two-thirds of the original incorporators of Del Cerro
Enterprises, Inc., a Nevada corporation.
2. The original Articles were filed in the Office of the Secretary of
State of March 10, 1999.
3. As of the date of this certificate, no stock of the corporation has
been issued.
4. They hereby adopt the following amendments to the articles of
incorporation of this corporation:
Articles FOURTH is amended to read as follows:
FOURTH. That the total number of voting common stock
authorized that may be issued by the corporation is FIFTY MILLION
(50,000,000) shares of stock with a PAR VALUE of $.001 PER SHARE, and
no other class of stock shall be authorized. Said shares may be issued
by the corporation from time to time for such considerations as may be
fixed from time to time by the Board of Directors.
/s/ Cheri S. Hill
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Signature
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SECRETARY OF STATE
[SEAL]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of
State, do hereby certify that DEL CERRO ENTERPRISES, INC. did on MARCH 10, 1999
file in this office the original Articles of Incorporation; that said Articles
are now on file and of record in the office of the Secretary of State of the
State of Nevada, and further, that said articles contain all the provisions
required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at
my office, in Carson City, Nevada, on MARCH
11, 1999.
[SEAL] /s/ DEAN HELLER
Secretary of State
By /s/ Kelly R. Davenport
Certification Clerk
