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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
GEM INTERNATIONAL (USA), INC.
Pursuant to the provision of the Nevada Business Corporation
Act, subsection 78.010, et seq, the undersigned corporation hereby
adopts the following Articles of Incorporation as follows:
ARTICLE I
NAME
The name of this corporation is GEM INTERNATIONAL (USA), INC.
ARTICLE II
DURATION
The corporation has perpetual existence.
ARTICLE III
CORPORATION PURPOSES
The purpose or purposes for which the Corporation is organized
are all things necessary or convenient to carry out any lawful
business, including the financial service industry, as well as those
itemized under Chapter 78 of Nevada Revised Statutes, including any
amendments thereto or successor statute that may hereinafter be
enacted.
ARTICLE IV
CAPITALIZATION
Section 1: Aggregate Number of Shares. The total number of
shares which the Corporation shall have authority to issued is
5,000,000,000 shares of Common Stock of the par value of $0.0001 per
share.
Section 2: Rights of Common Stock. The Common Stock may be
issued from time to time in one or more series and with such
designation for each such series as shall be stated and expressed in
the resolution or resolutions providing for the issue of each such
series adopted by the board of directors. The board of directors in
any such resolution or resolutions is expressly authorized to state
and express for each such series:
(i) The voting powers, if any, of the holders of stock of
such series;
(ii) The rate per annum and the times at and conditions
upon which the holders of stock of such series shall
be entitled to receive dividends, and whether such
dividends shall be cumulative or noncumulative and if
cumulative the terms upon which such dividends shall
be cumulative.
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(iii) The price or prices and the time or times at and the
manner in which the stock of such series shall be
redeemable and the terms and amount of any sinking
fund provided for the purchase or redemption of
shares.
(iv) The rights to which the holders of the shares of stock
of such series be entitled upon my voluntary or
involuntary liquidation, dissolution or winding up of
the Corporation;
(v) The terms, if any, upon which shares of stock of such
series shall be convertible into, or exchangeable for,
shares of stock of other class or classes or of other
series of the same or any other class or classes,
including the price or prices or the rate or rates of
conversion or exchange and the tam of adjustment, if
any; and
(vi) Any other designations, preferences, and relative
participating, optimal or other special rights, and
qualifications, limitations or restrictions thereof so
far as they we not inconsistent with the provisions of
the Articles of Incorporation, as amended, and to the
full extent now or hereafter permitted by the laws of
Nevada.
(vii) Each holder of the Common Stock shall have one vote in
respect of each share of such stock held by such holder
of Common Stock.
ARTICLE V
NO PREEMPTIVE RIGHTS
Except as may otherwise be provided by the Board of Directors,
no preemptive rights shall exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE VI
NO CUMULATIVE VOTING
Each shareholder entitled to vote at any election for Directors
shall have the right to vote, in person or by proxy, one vote for each
share of stock owned by such shareholder for as many persons as there
are Directors to be elected and for whose election such shareholder has
a right to vote, and no shareholder shall be entitled to cumulate their
votes.
ARTICLE VII
BYLAWS
The Board of Directors shall have the power to adopt, amend or
repeal the Bylaws or adopt new Bylaws. Nothing herein shall deny the
concurrent power of the shareholders to adopt, alter, amend or repeal
the Bylaws.
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ARTICLE VIII
REGISTERED OFFICE AND ADDRESS
The address of the registered office of the Corporation is: 1800
East Sahara, Suite 107, Las Vegas, Nevada 89104 and the name of its
initial registered agent at such address is Nevada Corporate Services.
ARTICLE IX
AMENDMENT TO ARTICLES OF INCORPORATION
This corporation reserves the right to amend or repeal any
provisions contained in these Articles of Incorporation, in any manner
now or hereafter permitted by law, and all rights and powers conferred
herein on the shareholders and directors of this corporation are
subject to this reserved power.
ARTICLE X
BOARD OF DIRECTORS
The qualifications, terms, of office, manner of election, time
and place of meetings, and powers and duties of the Director shall be
prescribed in the Bylaws, but the number of first Direcotrs shall to
two and shall serve until the first annual meeting of shareholders or
until his the first Directors as follows:
Name Address
MICHAEL COX 1720 Hampton Drive
Coquitlam, British, Columbia, Canada V3E 3C9
DAVID RAMBARAN 1720 Hampton Drive
Coquitlam, British, Columbia, Canada V3E 3C9
ARTICLE XI
LIMITATION OF LIABILITY
No director or officer of the Corporation shall be personally
liable to the cooperation or any of its stockholders for damages for
breach of fiduciary duty as a director or officer involving any act or
omission of any such director or officer. However, the foregoing
provision shall not or limit the liability of a director or officer for
(1) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or (ii) the payment of dividends in violation
of Section 78.300 of the Nevada Revised Statutes. Any repeal or
modification of this Article by the shareholders 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 modificiation.
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ARTICLE XII
STATUTES NOT APPLICABLE
The provisions of Nevada Revised Statutes, 78.378 through
787.3793, inclusive, regarding the voting of a controlling interest in
stock of a Nevada corporation and sections 78.411 through 78.444,
inclusive, regarding combinations with interested stockholders, shall
not be applicable to this Corporation
The name and address of each incorporator is:
Name Address
David Rambaran 1720 Hampton Drive
Coquitlam, British Columbia, Canada V3E 3C9
Executed in duplicate this 15th day of December, 1998.
/s/ David Rambaran, Incorporator
PROVINCE OF BRITISH COLUMBIA )
) ss.
City of Coquitlam )
On this day personally appeared before me, DAVID RAMBARNA, to me
known to be the individual described in and who executed the within
and foregoing instrument, and acknowledged that he signed the same a
his free and voluntary act and deed, for the uses and purposes
therein mentioned.
GIVEN under my hand official seal this 15th day of December,
1998.
/s/ Pankaj Shan
Notary Public in and for British
Columbia.
Commission expires:
Lifetime
