Filed #C8722-00
March 29, 2000
In the Office of
Dean Heller
Dean Heller, Secretary of State
ARTICLES OF INCORPORATION
OF
BAYLOR INDUSTRIES, INC.
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KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a corporation under and by
virtue of the laws of the State of Nevada, do hereby adopt the following
Articles of Incorporation.
1. Name of Company:
Baylor Industries, Inc.
2. Resident Agent:
The resident agent of the Company is:
T. J. Jesky
1801 E. Tropicana, Suite 9
Las Vegas, NV 89119
3. Board of Directors:
The company shall initially have one (1) directors. She is: Candace
Sherman, 308 Horn Street, Las Vegas, NV 89107. This individual shall
serve as director until their successor or successors have been elected and
qualified. The number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the Corporation shall have authority to
issue shall consist of 20,000,000 shares of Common Stock having a $.001 par
value, and 5,000,000 share of Preferred Stock having a $.001 par value. The
Common Stock and/or Preferred Stock of the Company may be issued from time
to time without prior approval by the stockholders. The Common Stock and/or
Preferred Stock may be issued for such consideration as may be fixed from
time to time by the Board of Directors. The Board of Directors may issue
such shares of Common and/or Preferred Stock in one or more series, with
such voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution
of resolutions.
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5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the Corporation shall not have
any preference, preemptive right or right of subscription to acquire shares
of the Corporation authorized, issued, or sold, or to be authorized, issued
or sold, or to any obligations or shares authorized or issued or to be
authorized or issued, and convertible into shares of the Corporation, nor to
any right of subscription thereto, other than to the extent, if any, the
Board of Directors in its sole discretion, may determine from time to time.
6. Directors' and Officers' Liability:
A director or officer of the Corporation shall not be personally liable to
this Corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer, but this Article shall not eliminate or limit
the liability of a director or officer for (i) acts or omissions which
involve international misconduct, fraud or a knowing violation of the law or
(ii) the unlawful payment of dividends. Any repeal or modification of the
Article by stockholders of the 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 of omissions prior to such
repeal of modification.
7. Indemnity:
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any such action, suit or proceeding, whether civil,
criminal, administrative or investigative, by the reason of the fact that he
or she or a person with whom he or she is a legal representative, is or was a
director of the Corporation, or who is serving at the request of the
Corporation as a director or officer of another corporation, or is a
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under the laws of the State of Nevada from time to time against
all expenses, liability and loss (including attorneys' fees, judgments,
fines, and amounts paid or to be paid in a settlement) reasonably incurred or
suffered by her or her in connection therewith. Such right of indemnification
shall be contract right which may be enforced in any manner desired by such
person. The expenses of officers and directors incurred in defending a civil
suit or proceeding must be paid by the Corporation as incurred and in advance
of the final disposition of the action, suit, or proceeding, under receipt of
an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he or
she is not entitled to be indemnified by the Corporation. Such right of
indemnification shall not be exclusive of any other right of such directors,
officers or representatives may have or hereafter acquire, and without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any bylaw, agreement, vote of
stockholders, provision of law, or otherwise, as well as their rights under
this article.
Without limiting the application of the Foregoing, the Board of Directors may
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adopt By-Laws from time to time without respect to indemnification, to
provide at all times the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the Corporation to purchased or maintain
insurance on behalf of any person who is or was a director or officer
8. Amendments:
Subject at all times to the express provisions of Section 4 on the Assessment
of Shares, this Corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation or its By-
Laws, in the manner now or hereafter prescribed by statute or the Articles of
Incorporation of said By-Laws, and all rights conferred upon shareholders are
granted subject to this reservation.
9. Power of Directors:
In furtherance, and not in limitation of those powers conferred by statute,
the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any adopted by the shareholders, to
make, alter or repeal the By-Laws of the corporation;
(b) To authorize and caused to be executed mortgages and lines, with or
without limitations as to amount, upon the real and personal property of the
corporation;
(c) To authorize the guaranty by the Corporation of the securities,
evidences of indebtedness and obligations of other persons, corporations or
business entities;
(d) To set apart out of any funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any
such reserve;
(e) By resolution adopted by the majority of the whole Board, to
designate one or more committees to consist of one or more Directors of the
Corporation, which, to the extent provided on the resolution or in the
By-Laws of the Corporation, shall have and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee
or committees shall have name and names as may be stated in the By-Laws of
the Corporation or as may be determined from time to time by resolution
adopted by the Board of Directors.
All the corporate powers of the Corporation shall be exercised by the Board
of Directors except as otherwise herein or in the By-Laws or by law.
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IN WITNESS WHEREOF, I hereunder set my hand on 29th day of March, 2000,
hereby declaring and certifying that the facts stated hereinabove are true.
Signature of Incorporator:
Name: Ruth Kizer
Address: 308 Horn Street
Las Vegas, NV 89107
Signature:/s/ Ruth Kizer
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STATE OF NEVADA )
) ss.
County of Clark )
The Foregoing instrument was acknowledged before me this 29 day of March,
2000.
My Commission Expires: 7/31/02 s/s Tina M. McCombs
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Notary Public
Notary Public - State of Nevada
County of Clark
Tina M. McCombs
My appointment Expires
July 31, 2002
No. 94-1940-1
Certificate of Acceptance of Appointment of Resident Agent:
I, T. J. Jesky, hereby accept appointment as Resident Agent for the above
named corporation.
/s/ T. J. Jesky
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T. J. Jesky
Signature of Resident Agent
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