EXHIBIT 3.1.1
ARTICLES OF INCORPORATION
OF
TONER SYSTEMS INTERNATIONAL, INC.
The undersigned persons of the age of twenty one or more, acting as
incorporators under the general corporation law (Chapter 78 of the Nevada
Revised Statutes) of the State of Nevada, do hereby certify:
Article I Name
The name of the Corporation is: TONER SYSTEMS INTERNATIONAL, INC.
Article II Duration
The duration of this corporation is perpetual.
Article III
Registered Agent and Office
The Resident agent and the Resident office are:
Resident Agent:-------------------------Roger B. Ellsworth
Resident Office:------------------------3631 Seneca Lane
Las Vegas, NV 89109
Article IV
Powers
The powers of this corporation shall be those enumerated, granted and specified
in general corporate law, or implied therefrom; and any and all powers necessary
or convenient to effect any or all of the purposes for which the corporation is
organized.
Article V
Purposes
The purposes for which this corporation is organized, are:
Sec. 1. To generally engage in the business of lithograph art
reproduction for profit, in all its phases, including the purchase and
sale of fine arts and lithographs.
Sec. 2. To engage in any and all other lawful business endeavors.
Article VI
Capitalization
The aggregate number of common shares which this corporation shall have
authority to issue shall be fifty million shares (50,000,000) with a par value
of one mil ($0.001) per share, for share value of $50,000.00.
ARTICLE VII
Classes of stock
There shall be but one class of stock, namely common stock. Each share shall be
entitled to one vote in shareholder meetings and cumulative voting is denied.
All shares shall be non-assessable with equal rights and privileges. Shareholder
pre-emptive rights are not accorded to shareholders.
Article VIII
Directors
The Board of Directors shall consist of no less than two nor more than eleven.
The Initial Board shall be two Directors, as follows:
Laura Olson
4485 Abinadi Road
Salt Lake City, Ut 84124
Brad L. Smith
4485 Abinadi Road
Salt Lake City, Ut 84124
Article IX
Incorporators
The names and address of the incorporators of this corporation are: Brad L.
Smith and Laura Olson, with addresses as listed immediately above.
Article X
Commence business
This corporation shall not commence business until consideration of at least ONE
THOUSAND DOLLARS ($1,000.00) has been paid in to the corporation for the
issuance of shares. However, this requirement shall not preclude transactions or
the incurring of indebtedness which is incidental to its organization or to be
obtaining of subscriptions to or payment for its shares by the founding group or
individuals.
Article XI
Shareholder meetings
The following provisions shall govern shareholder meetings:
Sec.1. An annual meeting of the shareholders shall be held at time and
place within or without the State of Nevada, and in further manner as
may be provided in By-Laws or other action of the Board of Directors.
Failure to hold an annual meeting shall not work a forfeiture or
dissolution of the corporation.
Sec. 2. Thirty percent (30%) of the shares of common stock entitled to
vote shall be necessary to constitute a quorum of shareholders.
Affirmative vote of majority of shares represented shall be the act of
the shareholders, at any annual or special meeting -unless a greater
approval is required by law concerning a specific subject matter or
proposition.
Sec. 3. Special meetings of the shareholders may be called by the
Board, the Chairman of the Board, the President, or the holders of not
less than ten percent (10%) of the shares outstanding.
Article XII
Internal affairs
Other provisions regulating the internal affairs of this corporation are:
Sec. 1. Board of Directors. The business and affairs of the
corporation shall be managed by its Board of Directors. A Director
need not be a share holder. Directors' terms shall continue until
proper stockholder meeting is called and successors are elected and
qualify. A majority of the Board is necessary to constitute a quorum.
Board meetings may be held within or without the state. Unless
otherwise later required by By-Laws, neither the purpose nor the
business to be transacted at any regular or special Board meeting,
need be specified in the notice of meeting or waiver thereunto
appertaining.
Sec. 2. Officers. Corporate officers shall include a President, a
Vice-President, a Secretary and a Treasurer. The positions of
Secretary and Treasurer may, by the Directors, be at any time combined
in one person. Officers shall be elected by the Board in meeting
immediately following annual shareholder meeting, for each
year-to-year period (unless replaced or removed by the Board, with
officer tenure being at the ultimate discretion of the Board). Duties
of the officers are those usually and normally incumbent upon holders
of office of that title, subject to specific direction of the Board of
Directors and as provided in By-Laws. The President shall be the
principal executive officer to put into effect the decisions of the
Board of Directors, and he shall supervise and control the business
and affairs of the corporation subject to the Board decisions, and
shall preside at meeting of the shareholders and directors. The
Vice-President shall perform the duties of the President when the
President is absent or unable to act. The Secretary shall keep minutes
of meeting and have general charge of the stock records of the
corporation.
Sec. 3. Fiscal Year. Until changed by the Board of Directors, the
fiscal period shall end each year on the at the close of business of
December 31.
Sec. 4. By-Laws. The affairs of this corporation shall be governed by
these articles Until By-Laws are adopted and thereafter shall be
governed by these articles and the ByLaws. The Board shall have
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the power to adopt By-Laws and to amend same at any regular or special
Board meeting.
Sec. 5. The Board of Directors may authorize any officer or agent to
enter into any contract or to execute any instrument for the
corporation. Such authority may be general or be confined to specific
instances.
Sec. 6. Action Without Meeting. Any action required or permitted to be
taken by the Board of Directors or the shareholders at a meeting may
be taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all directors of shareholders, as
the case may be.
Sec. 7. Waiver of Notice. Whenever any notice is required to be given
to any Shareholder or Director of the corporation under provisions of
these Articles, By - Laws, or Chapter 78 of the Nevada Revised
Statutes, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Article XIII
No contract or other transaction between this corporation and any other
corporation or entity shall be affected or invalidated solely by the fact that
any director or officer of this corporation is interested in, or is a director
or officer of such other corporation or entity -provided that the extent of the
interest and connection of such director or officer shall have been fully or
satisfactorily disclosed to this corporation Board of Directors, and no Board
member disapproves of such contract or transaction under the circumstances
disclosed.
In WITNESS WHEREOF we the undersigned, being all the incorporators of Toner
Systems International, Inc., hereby certify that the facts herein above stated
are truly set forth and constitute our desire, and we do now accordingly
hereunto set our hands to same on this 10th day of October, 1997 at Salt Lake
City, Utah.
State of Utah ) Brad L. Smith
: /ss/
County of Salt Lake ) Laura Olson
SUBSCRIBED AND SWORN to before me, a Notary Public, this 10th day of October
1997.
/s/ Notary public
