200010055282 C
$50.00
SECRETARY OF STATE
03-16-2000 16:43:03
ARTICLES OF INCORPORATION
OF
KINGDOM VISION NETWORK, INC
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned incorporator, a natural person of the age of
eighteen (18) years or more, who desires to form a corporation under
the laws of the State of Colorado, does hereby sign, verify and
deliver in duplicate to the Secretary of the State of Colorado these
ARTICLES OF INCORPORATION.
ARTICLE I
NAME
The name of this corporation shall be Kingdom Vision Network, Inc.
ARTICLE II
PERIOD OF DURATION
This corporation shall exist perpetually unless dissolved according to
law.
ARTICLE III
PURPOSE AND POWERS
The purpose for which this corporation is organized is to provide
religious and moral electronic services, including a national
television network, communications services and family-oriented
products and to transact any lawful business or businesses for which
corporations may be incorporated pursuant to the Colorado Corporation
Code. In furtherance of the foregoing purpose, this corporation shall
have and may exercise any and all of the powers now or hereafter
conferred upon corporations incorporated pursuant to the Colorado
Corporation Code.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares of all classes of capital stock that
this corporation shall have authority to issue is 50,000,000 shares of
common stock no par value (the "Common Stock") and 25,000,000 shares
of preferred stock, no par value (the "Preferred Stock").
Section (a) Common Stock-Voting
(i) At all meetings of holders of Common Stock, one-third of the
shares of Common Stock entitled to vote at such meeting, represented
in person or by proxy, shall constitute a quorum.
(ii) When, with respect to any action to be taken by the holders of
Common Stock, the Colorado
Corporation Code requires the vote or concurrence of the holder of
two-thirds of the outstanding shares of Commons
Stock, approval shall result from the vote or concurrence of a
majority of such shares.
Section (b) Cumulative Voting
The shareholders shall not be entitled to cumulative voting in the
election of directors.
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ARTICLE V
PREEMPTIVE RIGHTS
No holder of any class of capital stock of this corporation shall have
a preemptive right to acquire unissued or treasury shares of any class
of capital stock of this corporation, or securities convertible into
such shares or carrying a right to subscribe to or acquire shares of
any class of capital stock of this corporation.
ARTICLE VI
SHARE TRANSFER RESTRICTIONS
This corporation shall have the right to impose restrictions upon the
transfer of any of its authorized shares or any interest therein. The
board of directors is hereby authorized on behalf of this corporation
to exercise this corporation's right to so impose such restrictions.
ARTICLE VII
REGISTERED OFFICE AND AGENT
The initial registered and principal office of this corporation shall
be at 8631 E. 7th Avenue Parkway, Denver, Colorado 80206, and the name
of the initial agent at such address is Malcolm D. Crawford. Either
the registered office or the registered agent may be changed in the
manner provide by law.
Malcolm D. Crawford, Signed
ARTICLE VIII
BOARD OF DIRECTORS
The initial board of directors of this corporation shall consist of
one (1) director(s), and the name(s) and addressees) of the person(s)
who shall serve as director(s) until the first annual meeting of
shareholder(s) or until (his/their) successors are elected and
qualified (is/are) as follows:
Dr. Mark Hanby
Chattanooga, TN
The number of directors shall be fixed in accordance with the by-laws.
So long as the number of directors shall be less than three (3), no
shares of this corporation may be issued and held of record by more
shareholders than there are directors. Any shares issued in violation
of this paragraph shall be null and void. This provision shall also
constitute a restriction on the transfer of shares and a legend shall
be conspicuously placed on each certificate representing shares
preventing transfer of the shares to more shareholders than there are
directors. [Use this if fewer than 3 directors.]
ARTICLE IX
INDEMNIFICATION
To the extent permitted by law, the corporation shall indemnify, any
person who is or was a director, officer, agent fiduciary or employee
of the corporation against any claim, liability or expense arising
against or incurred by such person as a result of actions reasonably
taken by him at the direction of the corporation. The corporation
further hereby indemnities its directors, officers, agents,
fiduciaries and employees against any claim, liability, or expense
arising against or incurred by them in all other circumstances and to
maintain insurance for such persons to the full extent permitted by
law. Such indemnification shall inure to the benefit of the estates,
heirs, devisees and personal representatives of such persons. For the
purpose of these Article of Incorporation, the term "official
capacity" when used with respect to any director, officer, agent,
fiduciary or employee shall include service with the corporation or a
parent, subsidiary or affiliated corporation or other entity.
ARTICLE X
INCORPORATOR
The name and address of the incorporator is as follows:
Malcolm D. Crawford
8631 E. 7th Avenue Parkway
Denver, CO 80206
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IN WITNESS WHEREOF, the above named incorporator these ARTICLES OF
INCORPORATION on March 3, 2000.
