Articles Of Incorporation
Of
SHOW AT HOME, Inc.
Know all men by these present that the undersigned have this day voluntarily
associated ourselves together for the purpose of forming a corporation under
and pursuant to the provisions of Nevada Revised Statutes 78.010 to Nevada
Revised Statues 78.090 inclusive as amended and state and certify that the
articles of incorporation are as follows:
First: Name
The name of the corporation is SHOW AT HOME, INC., (The "Corporation").
Second: Resident Office and Agent
The address of the registered office of the corporation in the State Of Nevada
Is 3360 W. Sahara Suite 200 in the city of Las Vegas, County of Nevada 89102.
The name and address of the corporation's registered agent in the State of
Nevada is Adam U. Shaikh, Esq., at said address, until such time as another
agent is duly authorized and appointed by the corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful act or activity for
which corporations may now or hereafter be organized under the Nevada Revised
Statutes of the State of Nevada, including, but not limited to the following:
(a) The Corporation may at any time exercise such rights, privileges, and
powers, when not inconsistent with the purposes and object for which this
corporation is organized;
(b) The Corporation shall have power to have succession by its corporate name
in perpetuity, or until dissolved and its affairs wound up according to law;
(c) The Corporation shall have power to sue and be sued in any court of law
or equity;
(d) The Corporation shall have power to make contracts;
(e) The Corporation shall have power to hold, purchase and convey real and
personal estate and to mortgage or lease any such real and personal estate
with its franchises. The power to hold real and personal estate shall include
the power to take the same by devise or bequest in the State of Nevada, or in
any other state, territory or country;
(f) The corporation shall have power to appoint such officers and agents as
the affairs of the Corporation shall requite and allow them suitable
compensation;
(g) The Corporation shall have power to make bylaws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business and the calling and holding of
meetings of stockholders;
(h) The Corporation shall have the power to wind up and dissolve itself, or
be wound up or dissolved;
(i) The Corporation shall have the power to adopt and use a common seal or
stamp, or to not use such seal or stamp and if one is used, to alter the same.
The use of a seal or stamp by the corporation on any corporate documents is not
necessary. The Corporation may use a seal or stamp, if it desires, but such
use or non -use shall not in any way affect the legality of the document;
(j) The Corporation Shall have the power to borrow money and contract debts
when necessary for the transaction of its business, or for the exercise of its
corporate rights, privileges or franchises, or for any other lawful purpose of
its incorporation; to issue bonds, promissory notes, bills of exchange,
debentures and other obligations and evidence of indebtedness, payable at a
specified time or times, or payable upon the happening of a specified event or
events, whether secured by mortgage, pledge or otherwise, or unsecured, for
money borrowed, or in payment for property purchased, or acquired, or for
another lawful object;
(k) The Corporation shall have the power to guarantee, purchase, hold, sell,
assign, transfer, mortgage, pledge or otherwise dispose of the shares of the
capital stock of, or any bonds, securities or evidence in indebtedness created
by any other corporation or corporations in the State of Nevada, or any other
state or government and, while the owner of such stock, bonds, securities or
evidence of indebtedness, to exercise all the rights, powers and privileges of
ownership, including the right to vote, if any;
(l) The Corporation shall have the power to purchase, hold, sell and transfer
shares of its own capital stock and use therefor its capital, capital surplus,
surplus or other property or fund;
(m) The Corporation shall have to conduct business, have one or more offices
and hold, purchase, mortgage and convey real and personal property in the
State of Nevada and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia and in any foreign
country;
(n) The Corporation shall have the power to do all and everything necessary
and proper for the accomplishment of the objects enumerated in its articles of
incorporation, or any amendments thereof, or necessary or incidental to the
protection and benefit of the Corporation and, in general, to carry on any
lawful business necessary or incidental to the attainment of the purposes of
the Corporation, whether or not such business is similar in nature to the
purposes set forth in the articles of incorporation of the Corporation, or any
amendment thereof;
(o) The Corporation shall have the power to make donations for the public
welfare or for charitable, scientific or educational purposes;
(p) The Corporation shall have the power to enter partnerships, general or
limited, or joint ventures, in connection with any lawful activities.
Fourth: Capital Stock
1. Classes and Number of Shares. The total number of shares of all classes of
stock, which the corporation shall have authority to issue is Twenty Five
Million (25,000,000), consisting of Twenty Five (25,000,000) shares of Common
Stock, par value of $0.001 per share (The "Common Stock") . There is no
preferred stock.
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation holding common stock
shall have any preemptive or other right to subscribe for any additional un-
issued or treasury shares of stock or for other securities of any class, or
for rights, warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying stock purchase
warrants or privileges unless so authorized by the Corporation;
(b) Voting Rights and Powers. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are entitled to
give consent, the holders of the outstanding shares of the Common Stock shall
be entitled to cast thereon one (1) vote in person or by proxy for each share
of the Common Stock standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Subject to the rights of holders of Preferred Stock,
holders of Common Stock shall be entitled to receive such cash dividends as
may be declared thereon by the Board of Directors from time to time out of
assets of funds of the Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board of Directors may issue
shares of the Common Stock in the form of a distribution or distributions
pursuant to a stock dividend or split - up of the shares of the Common Stock;
(iii) Other Rights. Except as otherwise required by the Nevada Revised
Statutes and as may otherwise be provided in these Articles of Incorporation,
each share of the Common Stock shall have identical powers, preferences and
rights, including rights in liquidation;
3. Preferred Stock The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock, or any series
thereof, shall be such as may be fixed, from time to time, by the Board of
Directors in its sole discretion, authority to do so being hereby expressly
vested in such board.
4. Issuance of the Common Stock and the Preferred Stock. The Board of
Directors of the Corporation may from time to time authorize by resolution the
issuance of any or all shares of the Common Stock and the Preferred Stock
herein authorized in accordance with the terms and conditions set forth in
these Articles of Incorporation for such purposes, in such amounts, to such
persons, corporations, or entities, for such consideration and in the case of
the Preferred Stock, in one or more series, all as the Board of Directors in
its discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law. The Board of Directors,
from time to time, also may authorize, by resolution, options, warrants and
other rights convertible into Common or Preferred stock ( collectively
"securities.") The securities must be issued for such consideration, including
cash, property, or services, as the Board or Directors may deem appropriate,
subject to the requirement that the value of such consideration be no less than
the par value if the shares issued. Any shares issued for which the
consideration so fixed has been paid or delivered shall be fully paid stock
and the holder of such shares shall not be liable for any further call or
assessment or any other payment thereon, provided that the actual value of such
consideration is not less that the par value of the shares so issued. The
Board of Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock divided or split-up of the
shares of the Common Stock only to the then holders of the outstanding shares
of the Common Stock.
5. Cumulative Voting. Except as otherwise required by applicable law, there
shall be no cumulative voting on any matter brought to a vote of stockholders
of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers conferred by statute and
subject to Article Sixth hereof, the Board of Directors is expressly
authorized to adopt, repeal, rescind, alter or amend in any respect the Bylaws
of the Corporation (the "Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also be adopted, repealed,
rescinded, altered or amended in any respect by the stockholders of the
Corporation, but only by the affirmative vote of the holders of not less than
fifty-one percent (51%) of the voting power of all outstanding shares of voting
stock, regardless of class and voting together as a single voting class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be managed by and under the
direction of the Board of Directors. Except as may otherwise be provided
pursuant to Section 4 or Article Forth hereof in connection with rights to
elect additional directors under specified circumstances, which may be granted
to the holders of any class or series of Preferred Stock, the exact number of
directors of the Corporation shall be determined from time to time by a bylaw
or amendment thereto, providing that the number of directors shall not be
reduced to less that two (2). The directors holding office at the time of the
filing of these Articles of Incorporation shall continue as directors until
the next annual meeting and / or until their successors are duly chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each director shall serve for
a term ending on the date of the third Annual Meeting of Stockholders of the
Corporation (the "Annual Meeting") following the Annual Meeting at which such
director was elected. All directors, shall have equal standing.
Not withstanding the foregoing provisions of this Article Eighth each director
shall serve until his successor is elected and qualified or until his death,
resignation or removal; no decrease in the authorized number of directors
shall shorten the term of any incumbent director; and additional directors,
elected pursuant to Section 4 or Article Forth hereof in connection with rights
to elect such additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred Stock, shall not be
included in any class, but shall serve for such term or terms and pursuant to
such other provisions as are specified in the resolution of the Board or
Directors establishing such class or series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4 of Article Forth
hereof in connection with rights to elect additional directors under specified
circumstances, which may be granted to the holders of any class or series of
Preferred Stock, newly created directorships resulting from any increase in
the number of directors, or any vacancies on the Board of Directors resulting
from death, resignation, removal, or other causes, shall be filled solely by
the quorum of the Board of Directors. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified or until
such director's death, resignation or removal, whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4 or Article Fourth
hereof in connection with rights to elect additional directors under specified
circumstances, which may be granted to the holders of any class or series of
Preferred Stock, any director may be removed from office only for cause and
only by the affirmative vote of the holders of not less than fifty-one percent
(51%) of the voting power of all outstanding shares of voting stock entitled
to vote in connection with the election of such director, provided, however,
that where such removal is approved by a majority of the Directors, the
affirmative vote of a majority of the voting power of all outstanding shares
of voting stock entitled to vote in connection with the election of such
director shall be required for approval of such removal. Failure of an
incumbent director to be nominated to serve an additional term of office shall
not be deemed a removal from office requiring any stockholder vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the stockholders of the
Corporation must be effective at a duly called Annual Meeting or at a special
meeting of stockholders of the Corporation, unless such action requiring or
permitting stockholder approval is approved by a majority of the Directors, in
which case such action may be authorized or taken by the written consent of
the holders of outstanding shares of Voting Stock having not less than the
minimum voting power that would be necessary to authorize or take such action
at a meeting of stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable law these
Articles have been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by a majority of the Board of Directors or
by the Chairman of the Board or the President. Special meeting may not be
called by any other person or persons. Each special meeting shall be held at
such date and time as is requested by the person or persons calling the
meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held within or without the
State of Nevada, as the Bylaws may provide. The books of the Corporation may
be kelp (subject to any provision of the Nevada Revised Statutes) outside the
State of Nevada at such place or places as may be designated from time to time
by the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be subject to the payment
of corporate debts to any extent whatever and the stockholders shall not be
personally liable for the payment of the corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business Combinations.
To the maximum extent permissible under the Nevada Revised Statutes of the
State of Nevada, the stockholders of the Corporation shall be entitled to the
statutory appraisal rights provided therein, with respect to any business
Combination involving the Corporation and any stockholder (or any affiliate or
associate of any stockholder), which required the affirmative vote of the
Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal, rescind, alter or amend
in any respect any provision contained in these Articles of Incorporation in
the manner now or hereafter prescribed by applicable law and all rights
conferred on stockholders herein granted subject to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal liability to the Corporation
or any of its stockholders for monetary damages for breach of fiduciary duty as
a director or officers involving any act or omission of any such director or
officer. The foregoing provision shall not eliminate or limit the liability of
a director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or, which involve intentional misconduct or a knowing violation of law, (iii)
under applicable Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes or,
(v) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article by the 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.
Nineteenth: Name and Address of first Directors and Incorporators.
The name and address of the incorporators of the Corporation and the first
Directors of the Board of Directors of the Corporation which shall be one (1)
in number is as follows:
DIRECTOR #1
Shawn F. Hackman, Esq.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
I, Shawn F. Hackman, Esq., being the first director and Incorporator herein
before named, for the purpose of forming a corporation pursuant to the Nevada
Revised Statutes of the State of Nevada, do make these Articles, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set my hand this 4th day of
November, 1999.
By: _______________________________
Shawn F. Hackman, Esq.
Verification
State Of Nevada
SS
County Of Clark
On this 4th day of November,1999 before me, the undersigned, a Notary Public in
and for said State, personally appeared Shawn F. Hackman Esq. personally known
to me (or proved to mejon the basis of satisfactory evidence) to be the person
who subscribed his name to the Articles of Incorporation and acknowledged to me
that he executed the same freely and voluntarily and for the use and purposes
therein mentioned.
By:
Notary Public in and for said County and State
