EX-3.1
ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION
OF
NORFOLK DEVELOPMENTS, 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:
NORFOLK DEVELOPMENTS, INC.
2. Registered Office:
The corporation's initial registered office in the State of Nevada is located at
2533 Carson Street, Carson City, NV 89706. The registered office in Nevada may
be changed from time to time by the Board of Directors. This corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the by-laws of this corporation and this corporation may conduct all
corporation business, including holding all of its meetings of directors and
shareholders, outside of the State of Nevada as well as within the State of
Nevada.
3. Registered Agent:
The Resident Agent of the company is:
Laughlin Associates, Inc.
2533 North Carson Street
Carson City, NV 89706
4. Existence:
The existence of the corporation is perpetual.
5. Purpose:
This corporation is organized for the purpose of transacting any and all lawful
activities or business for which corporations may be formed under Chapter 78 of
the Nevada Revised Statutes as designated by the directors of the corporation.
6. Capital Structure:
Section 1: The aggregate number of shares and the amount of the total authorized
capitalization shall consist of 50,000,000 shares of common stock, with a par
value of $.001 per share, and 5,000,000 shares of preferred stock, with a par
value of $.001 per share. The preferred shares shall have the preference upon
dissolution or winding up of the corporation, the preferred shareholders as a
group shall receive 10% of the assets of the company to be distributed on a pro
rata prior to the distribution of assets to the holders of common stock.
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Section 2: All common shares will be equal to each other, and when issued whall
be fully paid and non-assessable, and the private property of shareholders shall
not be laible for corporate debts. Preferred shares shall have such preferences
and voting rights as the directors may assign them prior to issuance. Each
holder of a common share of record shall have one vote for each share of stock
outstanding in his name on the books of the corporation and shall be entitled to
vote said stock. Each holder of a preferred share of record shall have one vote
for each share of stock outstanding in his name on the books of the corporation,
if such voting right was assigned by the Board of Directors on issuance.
Section 3: The stock of the corporation shall be issued for such consideration
as shall be fixed from time to time by the board of directors. In the absence of
fraud, the judgment of the directors as to the value of any property or services
received in full or partial payment for shares shall be conclusive. When shares
are issued upon payment of the consideration fixed by the board of directors,
such shares shall be taken to be fully paid stock and shall be non-assessable.
Section 4: Except as may be otherwise provided by the board of directors,
holders of shares of stock in this corporation shall have no preemptive right to
purchase, subscribe for or otherwise acquire shares of stock of the corporation,
rights, warrants, or options to purchase stock or securities of any kind
convertible into stock of the corporation.
Section 5: Dividends in cash, property, shares of the corporation may be paid,
as and when declared by the board of directors, out of funds of the corporation
to the extent and in the manner permitted by law.
Section 6: Upon any liquidation, dissolution or winding up of the corporation,
after paying or adequately providing for the payment of all obligations, the
remainder of assets of the corporation shall be distributed, either in cash or
kind, pro rate to the holders of common stock, subject to preferences, if any,
granted to holders of the preferred shares. The board of directors may, from
time to time, distibute to the shareholders in partial liquidation from stated
capital of the corporation, in cash or property, without the vote of the
shareholders, in the manner permitted and upon compliance with limitations
imposed by law.
Section 7: The capital stock, after the amount of the subscription price, or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation or any other purpose.
7. Powers of the Corporation:
In furtherance and not in limitation of the powers granted by the State of
Nevada, the corporation shall have the following specific powers:
Section 1: The corporation shall have the power to elect and appoint officers
and agents of the corporation and to fix their compensation.
Section 2: The corporation shall have the power to act as an agent for any
individual, association, partnership or other legal entity and to act as general
partner for any limited partnership.
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Section 3: The corporation shall have the power to receive, acquire, shold
exercise rights arising out of ownership or possession thereof, sell or
otherwise dispose of, shares or other interests in, or obligations of,
individuals, associations, partnerships, corporations or governments.
Section 4: The corporation shall have the power to receive, acquire, hold,
pledgte, transfer or otherwise dispose of shares of the corporation, but such
shares may only be purchased, directly or indirectly out of earned surplus.
Section 5: The corporation shall have the power to make gifts or contributions
for the public welfare or for charitable, scientific or educational purposes.
Section 6: The right is expressly reserved to amend, restate, alter, change, or
repeal any provision or provisions contained herein, or any article herein by a
majority vote of the members of the board of directors and a majority vote of
the shareholders of the corporation in accordance with Nevada Revised Statutes.
8. Voting by Shareholders:
Section 1: Each outstanding share of common stock is entitled to one vote and
each fractional share of common stock is entitled to a corresponding fractional
vote on each matter submitted to a vote of shareholders. Cumulative voting shall
not be allowed in election of directors and every shareholder entitled to vote
at such election shall have the right to vote the number of shares owned by him
for as many persons as there are directors to be elected, and for whose election
he has a right to vote. Preferred shares are to have the same voting rights as
common shares if so designated by the board of directors upon issuance.
Section 2: Except as otherwise provided herein or provided by Nevada Revised
Statutes, when, with respect to any action to be taken by the shareholders of th
corporation, any and every such action shall be taken by the vote or concurrence
of the holders of a majority of the outstanding shares entitled to vote thereon.
9. Board of Directors:
The governing board of this corporation shall be known as the directors, and the
number of directors may from time to time be increased or decreased in such
manner as shall be provided by the by laws of this corporation, plroviding that
the number of directors shall not be more than seven and fewer than one.
In furtherance and not in limitation of the powers conferred by the State of
Nevada, the board of directors is expressly authorized and empowered:
(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 cause to be executed mortgages and liens, with our without
limitations as to the 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 or 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.
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(f) From time to time to provide and carry out and to recall, abolish, revise,
amend, alter or change a plan or plans for the participation by all or any of
the employees, including the directors and officers of this corporation or of
any corporation in which this corporation has an interest and those actively
engaged in the conduct of the corporation's business, in the profits of this
corporation or of any branch or division thereof, as a part of this
corporation's legitimate expenses and for the furnishing of such employees and
persons, or any of them, at this corporation's expense, or medical services,
insurance against accident, sickness, or death, pensions during old age,
disability, or unemployment, education, housing, social services, recreation, or
other similar aids for their relief or general welfare, in such manner and upon
such terms and conditions as may be determined by the board of directors.
(g) The corporation, by resolution or resolutions of it board of directors shall
have the power to create, issue, whether or not in conjunction with the issue
and sale of any shares or any other securities of the corporation, warrants,
rights or options entitling the holders thereof to purchase from the corporation
any shares of any class or classes of any other securities of the corporation,
such warrants, rights or options to be evidenced by or in such instrument as
shall be approved by the board of directors. The terms upon which, the time or
times (which may be limited or unlimited in duration), and the price or prices
(not less than the minimum amount prescribed by law, if any) at which any such
warrants, rights or options may be issued and any such shares or other
securities may be purchased from the corporation upon the exercise of such
warrant, rights or options shall be such as shall be fixed by the board of
directors as may be stated at the time such warrants, rights or options are
created. The board of directors is authorized to create such warrants, rights or
options from time to time and for such consideration and to such persons, firms
or corporations as the board of directors may determine.
(h) To provide for the reasonable compensation of its own members and to fix the
terms and conditions upon which such compensation will be paid.
(i) In addition to the powers and authority hereinabove, or by statute expressly
conferred upon it, the board of directors may exercise all such powers and do
all such acts and things as may be exercised or done by the corporation,
subject, nevertheless, to the provisions of the laws of the State of Nevada, of
these articles of incorporation and the bylaws of the corporation.
(j) No contract or other transation between this corporation and one or more of
its directors or any other corporation, firm association or entity in which one
or more of the directors are directors, officers or are financially interested
shall either void or become voidable simply because of such relationship or
interest or solely because such directors are present at the meeting of the
board of directors or a committee thereof which authorizes, approves or ratifies
such contract or transation solely because their votes are counted for such
purpose if:
1. The fact of such relationship or interst is disclosed or known to the
board of directors or committee which authorizes, approves or ratifies the
contract or transation by a vote or consent sufficient for the purpose without
counting the vote or consent of such interested director; or
2. The fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve or ratify such
contract or transation by a vote or written consent; or
3. The conduct or transaction is fair and reasonable to the corporation.
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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(k) The name and address of the first board of directors shall be one in number
and listed as follows:
Lewis E. Laughlin, 2533 N. Carson Street, Carson City, NV 89706
10. Director's and Officer's 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.
11. 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 attorney's 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 and 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.
12. Amendments:
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.
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IN WITNESS WHEREOF, I hereby set my hand on this 24 day of February, 1997,
hereby declaring and certifying that the facts stated hereinabove are true.
Signature of Incorporator:
Name: Lewis E. Laughlin
Address: 2533 N. Carson Street
Carson City, NV 89706
/s/ Lewis E. Laughlin
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State of Nevada )
) SS:
County of Carson )
The foregoing instrument was acknowledged before me this 25 day of
February, 1997.
/s/ Lisa Marie Vannucci
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Notary Public of
said county and state
Certificate of Acceptance of Appointment of Resident Agent:
I, Lewis E. Laughlin, hereby accept appointment as Resident Agent for the
above-named corporation.
/s/ Lewis E. Laughlin
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Lewis E. Laughlin
Resident Agent
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