Filed #C8722-00
March 29, 2000
In the Office of
Dean Heller
Dean Heller, Secretary of State
ARTICLES OF INCORPORATION
OF
MERCADO INDUSTRIES, INC.
-------------------------------------
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:
Mercado 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) director. She is: Candace J.
Sherman. This individual will serve as director until her 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
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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 or
resolutions.
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 intentional 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 him 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
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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 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
--------------
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
-------------------
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.
T. J. Jesky
---------------------------
T. J. Jesky
Signature of Resident Agent
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