ARTICLES OF INCORPORATION
OF
Mandalay Ventures Ltd.
1. Name of Company:
Mandalay Ventures Ltd.
2. Resident Agent:
The resident agent of the Company is:
Corporate Agents of Nevada, Inc.
3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
3. Board of Directors:
The Company shall initially have one director (1)
who is Tony Ricci; 1304-925 W. Georgia Street; Vancouver, BC
V6C 3L2. 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 shares of Preferred Stock having a $.001 par
value. The Common and/or Preferred Stock of the Company may
be issued from time to time without prior approval by the
stockholders. The Common 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 share 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 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.
The Common Stock of the Corporation, after the
amount of the subscription price has been fully paid in, in
money, property or services, as the directors shall
determine, shall not be subject to assessment to pays the
debts of the corporation, nor for any other purpose, and no
Common Stock issued as fully paid shall ever be assessable
or assessed, and the Articles of Incorporation shall not be
amended to provide for such assessment.
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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 this 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 or omissions prior to such repeal or
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 a
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 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 purchase
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 5 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 or 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;
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(b) To authorize and caused to be executed
mortgages and liens, 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 of the
corporation, which, to the extent provided on the resolution
or in the By-Laws of the corporation, shall have and may
exercise the powers of the Board of Directors in the
management of the affairs of the corporation, 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.
IN WITNESS WHEREOF, I hereunder set my hand on
Tuesday, November 16, 1999, hereby declaring and
certifying that the facts stated hereinabove are true.
Signature of Incorporator
Name: Thomas C. Cook, Esq.
Address: 3110 S. Valley View, Suite 106
Las Vegas, Nevada 89102
Signature: /s/Thomas C. Cook, Esq.
State of Nevada )
County of Clark )
This instrument was acknowledged before me on
November 16, 1999 by Thomas C. Cook.
/s/Matthew J. Blevins
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent:
I, THOMAS M. CHAVEZ, as a principal of Corporate Agents
of Nevada, Inc."(CAN), hereby accept appointment of CAN as
the resident agent for the above referenced company.
Signature: /s/Thomas M. Chavez
