Articles Of Incorporation
Of
Loanspaid.COM, 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 Loanspaid.COM, 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.
Forth: 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 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
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, 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 three
(3) in number is as follows:
DIRECTOR #1
Adam U. Shaikh, Esq.
5850 Skypointe Dr. #2102A
Las Vegas, NV 89130
DIRECTOR #2
Eliot J. Thomas
2673 S. Decatur, #2122
Las Vegas,NV 89102
DIRECTOR #3
Danny J. Lovell
3651 N. Rancho Dr. Apt, 163
Las Vegas, NV 89130
I, Adam U. Shaikh, 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 19th day of
June, 2000.
By: _______________________________
Adam U. Shaikh, Esq.
Verification
State Of Nevada
SS
County Of Clark
On this 19th day of June, 2000, before me, the undersigned, a Notary
Public in and for said State, personally appeared Adam U. Shaikh, Esq.
personally known to me (or proved to me on 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
State Of Nevada
ss
County Of Clark
On this 19th day of June, 2000, before me, the undersigned, a Notary
Public in and for said State, personally appeared Eliot J. Thomas personally
known to me (or proved to me on 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
State Of Nevada
SS
County Of Clark
On this 19th day of June, 2000, before me, the undersigned, a Notary
Public in and for said State, personally appeared Danny J. Lovell personally
known to me (or proved to me on 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
