ARTICLES OF INCORPORATION
OF
NATURENU CORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned incorporator, a natural person of the age of
eighteen (18) years or more, who desires to form a corporation under the laws
of the State of Colorado, does hereby sign, verify and deliver in duplicate to
the Secretary of the State of Colorado these ARTICLES OF INCORPORATION.
ARTICLE I
NAME
The name of this corporation shall be NatureNu Corporation.
ARTICLE II
PERIOD OF DURATION
This corporation shall exist perpetually unless dissolved according to
law.
ARTICLE III
PURPOSE AND POWERS
The purpose for which this corporation is organized is to engage in
marketing, management, environmental products; and to transact any lawful
business or businesses for which corporations may be incorporated pursuant to
the Colorado Corporation Code. In furtherance of the forgoing purpose, thsi
corporation shall have and may exercise any and all of the powers now or
hereafter conferred upon corporations incorporated pursuant to the Colorado
Corporation Code.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares of all classes of capital stock that this
corporation shall have authority to issue is Twenty Million (20,000,000) shares
of common stock no par value (the "Common Stock") and Ten Million (10,000,000 )
shares of preferred stock, no par value (the "Preferred Stock").
Section (a) Common Stock - Voting
(i) At all meetings of holders of Common Stock, one-third of the shares
of Common Stock entitled to vote at such meeting, represented in
person or by proxy, shall constitute a quorum.
(ii) When, with respect to any action to be taken by the holders of
Common Stock, the Colorado Corporation Code requires the vote or
concurrence of the holder of two-thirds of the outstanding shares
of Commons Stock, approval shall result from the vote or
concurrence of a majority of such shares.
Section (b) Cumulative Voting
The shareholders shall not be entitled to cumulative voting in the
election of directors.
ARTICLE V
PREEMPTIVE RIGHTS
No holder of any class of capital stock of this corporation shall have a
preemptive right to acquire unissued or treasury shares of any class of capital
stock of this corporation, or securities convertible into such shares or
carrying a right to subscribe to or acquire shares of any class of capital
stock of this corporation.
ARTICLE VI
SHARE TRANSFER RESTRICTIONS
This corporation shall have the right to impose restrictions upon the
transfer of any of its authorized shares or any interest therein. The board of
directors is hereby authorized on behalf of this corporation to exercise this
corporation's right to so impose such restrictions.
ARTICLE VII
REGISTERED OFFICE AND AGENT
The initial registered and principal office of this corporation shall be
at 2621 E. 7th Avenue Pkwy., Denver, Colorado 80206, and the name of the initial
agent at such address is Malcolm D. Crawford. Eighter the registered office or
the registered agent may be changed in the manner provided by law.
/S/ Malcolm Crawford
Signed
ARTICLE VIII
BOARD OF DIRECTORS
The initial board of directors of this corporation shall consist of one
(1) director(s), and the name(s) and address(es) of the person(s) who shall
serve as director(s) until the first annual meeting of shareholder(s) or until
(his/their) successors are elected and qualified (is/are) as follows:
Ronald Tucker
The number of directors shall be fixed in accordance with the by-laws.
So long as the number of directors shall be less than three (3), no shares of
this corporation may be issued and held of record by more shareholders than
there are directors. Any shares issued in violation of this paragraph shall be
null and void. This provision shall also consitute a restriction on the
transfer of shares and a legend shall be conspicuously placed on each
certificate representing shares preventing transfer of the shares to more
shareholders than there are directors.
ARTICLE IX
INDEMNIFICATION
To the extent permitted by law, the corporation shall indemnify, any
person who is or was a director, officer, agent, fiduciary or employee of the
corporation against any claim, liability or expense arising against or incurred
by such person as a result of actions reasonably taken by him at the diretion
of the corporation. The corporation further hereby indemnifies its directors,
officers, agents, fiduciaries and employees against any claim, liability, or
expense arising against or incurred by them in all other circumstances and to
maintain insurance for such persons to the full extent permitted by law. Such
indemnification shall inure to the benefit of the estates, heirs, devisees and
personal representatives of such persons. For the purpose of these Article of
Incorporation, the term "official capacity" when used with respect to any
director, officer, agent, fiduciary or employee shall include service with the
corporation or a parent, subsidiary or affiliate corporation or other entity.
ARTICLE X
INCORPORATOR
The name and address of the incorporator is as follows:
Malcolm D. Crawford
3631 E. 7th Avenue Pkwy.
Denver, Colorado 80206
IN WITNESS WHEREOF, the above named incorporator signed these ARTICLES OF
INCORPORATION on June 17, 1996.
/S/ Malcolm D. Crawford
