CERTIFICATE OF INCORPORATION
OF
MOBILE DESIGN CONCEPTS, INC.
ARTICLE I
NAME
The name of the corporation (the "Corporation") shall be:
Mobile Design Concepts, Inc.
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES
The purposes for which the Corporation is organized are:
To design and manufacture mobile kiosks and other structures for sale or
lease to third parties or operation by the Corporation; to own and operate any
lawful enterprise whatsoever; to acquire, hold, and dispose of real or personal
properties of any kind or nature whether tangible or intangible; and generally
to do or perform any act necessary or desirable in connection with the
foregoing;
To do all and everything necessary, suitable, convenient, or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the objects herein enumerated or incidental to the powers herein named or which
shall at any time appear conducive or expedient for the protection or benefit of
the Corporation, with all the powers hereafter conferred by the laws under which
this Corporation is organized; and
To engage in any and all other lawful purposes, activities, and pursuits,
whether similar or dissimilar to the foregoing, for which corporations may be
organized under the Nevada Revised Statutes and to exercise all powers allowed
or permitted thereunder.
ARTICLE IV
AUTHORIZED SHARES
The Corporation shall have authority to issue an aggregate of 51,000,000
shares of capital stock, of which 1,000,000 shares shall be preferred stock, par
value $0.001 (the "Preferred Stock"), and 50,000,000 shares shall be common
stock, par value $0.001 (the "Common Stock"). The powers, preferences, and
rights, and the qualifications, limitations, or restrictions of the shares of
stock of each class and series which the Corporation shall be authorized to
issue, are as follows:
<PAGE>
(a) Preferred Stock. Shares of Preferred Stock may be issued from time
to time in one or more series as may from time to time be determined by the
board of directors. Each series shall be distinctly designated. All shares of
any one series of the Preferred Stock shall be alike in every particular, except
that there may be different dates from which dividends thereon, if any, shall be
cumulative, if made cumulative. The powers, preferences, participating,
optional, and other rights of each such series and the qualifications,
limitations, or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. Except as hereinafter provided, the
board of directors of this Corporation is hereby expressly granted authority to
fix by resolution or resolutions adopted prior to the issuance of any shares of
each particular series of Preferred Stock, the designation, powers, preferences,
and relative participating, optional, and other rights and the qualifications,
limitations, and restrictions thereof, if any, of such series, including,
without limiting the generality of the foregoing, the following:
(i) The distinctive designation of, and the number of shares of
Preferred Stock which shall constitute each series, which number may be
increased (except as otherwise fixed by the board of directors) or decreased
(but not below the number of shares thereof outstanding) from time to time by
action of the board of directors;
(ii) The rate and times at which, and the terms and conditions on
which, dividends, if any, on the shares of the series shall be paid; the extent
of preferences or relation, if any, of such dividends to the dividends payable
on any other class or classes of stock of this Corporation or on any series of
Preferred Stock and whether such dividends shall be cumulative or noncumulative;
(iii) The right, if any, of the holders of the shares of the same
series to convert the same into, or exchange the same for, any other class or
classes of stock of this Corporation and the terms and conditions of such
conversion or exchange;
(iv) Whether shares of the series shall be subject to redemption and
the redemption price or prices, including, without limitation, a redemption
price or prices payable in shares of any other class or classes of stock of the
Corporation, cash, or other property and the time or times at which, and the
terms and conditions on which, shares of the series may be redeemed;
(v) The rights, if any, of the holders of shares of the series on
voluntary or involuntary liquidation, merger, consolidation, distribution, or
sale of assets, dissolution, or winding up of this Corporation;
(vi) The terms of the sinking fund or redemption or purchase account,
if any, to be provided for shares of the series; and
(vii) The voting powers, if any, of the holders of shares of the series
which may, without limiting the generality of the foregoing, include (A) the
right to more or less than one vote per share on any or all matters voted on by
the shareholders, and (B) the right to vote as a series by itself or together
with other series of Preferred Stock or together with all series of Preferred
Stock as a class, on such matters, under such circumstances, and on such
conditions as the board of directors may fix, including, without limitation, the
right, voting as a series by itself or together with other series of Preferred
Stock or together with all series of Preferred Stock as a class, to elect one or
more directors of this Corporation in the event there shall have been a default
in the payment of dividends on any one or more series of Preferred Stock or
under such other circumstances and upon such conditions as the board of
directors may determine.
(b) Common Stock. The Common Stock shall have the following powers,
preferences, rights, qualifications, limitations, and restrictions:
(i) After the requirements with respect to preferential dividends of
Preferred Stock, if any, shall have been met and after this Corporation shall
comply with all the requirements, if any, with respect to the setting aside of
funds as sinking funds or redemption or purchase accounts and subject further to
any other conditions which may be required by the Nevada Revised Statutes, then,
but not otherwise, the holders of Common Stock shall be entitled to receive such
dividends, if any, as may be declared from time to time by the board of
directors without distinction as to series;
<PAGE>
(ii) After distribution in full of any preferential amount to be
distributed to the holders of Preferred Stock, if any, in the event of a
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution, or winding up of this Corporation, the holders of the Common Stock
shall be entitled to receive all of the remaining assets of the Corporation,
tangible and intangible, of whatever kind available for distribution to
stockholders, ratably in proportion to the number of shares of Common Stock held
by each without distinction as to series; and
(iii) Except as may otherwise be required by law or this Certificate of
Incorporation, in all matters as to which the vote or consent of stockholders of
the Corporation shall be required or be taken, including any vote to amend this
Certificate of Incorporation, to increase or decrease the par value of any class
of stock, effect a stock split or combination of shares, or alter or change the
powers, preferences, or special rights of any class or series of stock, the
holders of the Common Stock shall have one vote per share of Common Stock on all
such matters and shall not have the right to cumulate their votes for any
purpose.
(c) Other Provisions.
(i) The board of directors of the Corporation shall have authority to
authorize the issuance, from time to time without any vote or other action by
the stockholders, of any or all shares of the Corporation of any class at any
time authorized, and any securities convertible into or exchangeable for such
shares, in each case to such persons and for such consideration and on such
terms as the board of directors from time to time in its discretion lawfully may
determine; provided, however, that the consideration for the issuance of shares
of stock of the Corporation having par value shall not be less than such par
value. Shares so issued, for which the full consideration determined by the
board of directors has been paid to the Corporation, shall be fully paid stock,
and the holders of such stock shall not be liable for any further call or
assessments thereon.
(ii) Unless otherwise provided in the resolution of the board of
directors providing for the issue of any series of Preferred Stock, no holder of
shares of any class of the Corporation or of any security or obligation
convertible into, or of any warrant, option, or right to purchase, subscribe
for, or otherwise acquire, shares of any class of the Corporation, whether now
or hereafter authorized, shall, as such holder, have any preemptive right
whatsoever to purchase, subscribe for, or otherwise acquire shares of any class
of the Corporation, whether now or hereafter authorized.
ARTICLE V
LIMITATION ON LIABILITY
A director of the Corporation shall have no personal liability to the
Corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except for (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (b) the payment of
distributions in violation of section 78.300 of the Nevada Revised Statutes.
ARTICLE VI
ELECTION NOT TO BE GOVERNED BY NRS 78.378 TO 78.3793
The Corporation elects not to be governed by the provisions of sections
78.378 to 78.3793, inclusive, of the Nevada Revised Statutes regarding control
share acquisitions, or any amendments or successor provisions thereto.
<PAGE>
ARTICLE VII
ELECTION NOT TO BE GOVERNED BY NRS 78.411 TO 78.444
The Corporation elects not to be governed by the provisions of sections
78.411 to 78.444, inclusive, of the Nevada Revised Statutes regarding
combinations with interested shareholders, or any amendments or successor
provisions thereto.
ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation, or who is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with the action, suit or proceeding, to the full extent permitted
by the Nevada Revised Statutes as such statutes may be amended from time to
time.
ARTICLE IX
REGISTERED OFFICE AND REGISTERED AGENT
The address of the Corporation's registered office in the state of Nevada
is 50 West Liberty Street, Suite 880, Reno, Nevada 89501, and the name of the
Corporation's registered agent for service of process is Nevada Agency and
Trust. Either the registered office or the registered agent may be changed in
the manner provided by law.
ARTICLE X
AMENDMENT
The Corporation reserves the right to amend, alter, change, or repeal all
or any portion of the provisions contained in its Certificate of Incorporation
from time to time in accordance with the laws of the state of Nevada, and all
rights conferred on stockholders herein are granted subject to this reservation.
ARTICLE XI
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors, but the stockholders of the
Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws.
The bylaws may contain any provisions for the regulation or management of the
affairs of the Corporation not inconsistent with the laws of the state of Nevada
now or hereafter existing.
<PAGE>
ARTICLE XII
DIRECTORS
The governing board of the Corporation shall be known as the board of
directors. The number of directors comprising the board of directors shall be
not less than one (1) nor more than nine (9) as determined from time to time in
the manner provided in the bylaws of the Corporation. The original board of
directors shall consist of one person. The name and address of the person who
is to serve as director until the first annual meeting of stockholders and until
his respective successor is elected and qualified is as follows:
Name Address
------------------ ----------------------------
Steven N. Bednarik 6500 South 400 West, Suite C
Salt Lake City, Utah 84107
ARTICLE XIII
INCORPORATOR
The name and mailing address of the sole incorporator signing this
certificate of incorporation is as follows:
Name Address
------------------ ----------------------------
Steven N. Bednarik 6500 South 400 West, Suite C
Salt Lake City, Utah 84107
The undersigned, being the sole incorporator named above, for the purpose
of forming a corporation pursuant to the Nevada Revised Statutes, makes this
certificate, hereby declaring and certifying that it is his act and deed and
that the facts herein stated are true, and accordingly has hereunto set his hand
this 8th day of March, 2000.
/s/ Steven N. Bednarik
Steven N. Bednarik
<PAGE>
