ARTICLES OF INCORPORATION
OF
C AND E HOLDINGS, INC.
A NEVADA CORPORATION
I, the undersigned, being the original incorporator herein named, for the
purpose of forming a Corporation under the General Corporation Laws of the State
of Nevada, to do business both within and without the State of Nevada, do make
and file these Articles of Incorporation, hereby declaring and certifying that
the facts herein stated are true
ARTICLE I
NAME
The name of the Corporation is C AND E HOLDINGS, INC,
ARTICLE II
RESIDENT AGENT & REGISTERED OFFICE
SECTION 2.01. RESIDENT AGENT. The name and address of the Resident Agent
for service of process is Nevada Corporate Headquarters, Inc., 5300 West Sahara,
Suite 101, Las Vegas, Nevada 89146. Mailing Address: P.O. Box 27740, Las Vegas,
NV 89126.
SECTION 2.02. REGISTERED OFFICE. The address of its Registered Office is
5300 West Sahara, Suite 101, Las Vegas, Nevada 89146.
SECTION 2.03. OTHER OFFICES. The Corporation may also maintain offices for
the transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kind and nature may be conducted, and meetings of Directors and Stockholders
held outside the State of Nevada with the same effect as if in the State of
Nevada.
ARTICLE III
PURPOSE
The Corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
SECTION 4.01 NUMBER AND CLASS. The Corporation shall authorize the issuance
of a single class of Capital Stock in the amount of twenty-five million
(25,000,000) shares of Common Stock, at $.001 par value.
<PAGE>
Notwithstanding the foregoing these Articles hereby vest the Board of
Directors of the Corporation with such authority as may be necessary to
prescribe such classes, series and numbers of each class or series of Stock. In
addition the Board is hereby vested with such authority as may be necessary to
prescribe the voting powers, designations, preferences, limitations,
restrictions and relative rights of each class or series of Stock created. All
classes of Stock may be issued from time to time without action by the
Stockholders.
SECTION 4.02. NO PREEMPTIVE RIGHTS. Unless otherwise determined by the
Board of Directors, holders of the Stock of the Corporation shall not have any
preference, preemptive right, or right of subscription to acquire any shares of
the Corporation authorized, issued or sold, or to be authorized, issued or sold,
and convertible into shares of the Corporation, nor to any right of subscription
thereto.
SECTION 4.03. NON-ASSESSABILITY OF SHARES. The Shares of the Corporation,
after the amount of the subscription price has been paid, in money, property or
services, as the Directors shall determine, shall not be subject to assessment
to pay the debts of the Corporation, nor for any other purpose, and no Stock
issued as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended in this particular,
ARTICLE V
DIRECTORS
SECTION 5.01. GOVERNING BOARD. The members of the Governing Board of the
Corporation shall be styled as Directors.
SECTION 5.02. INITIAL BOARD OF DIRECTORS. The initial Board of Directors
shall consist of not less than one (1), and not more than seven (7) members. The
name and address of an initial member of the Board of Directors is as follows:
NAME ADDRESS
---- -------
Cort W. Christie P.O. Box 27740
Las Vegas, Nevada 89126
This individual shall serve as Director until the first annual meeting of the
Stockholders or until his successor(s) shall have been elected and qualified.
SECTION 5.03. CHANCRE IN NUMBER OF DIRECTORS. The number of Directors may
be increased or decreased by a duly adopted amendment to the Bylaws of the
Corporation.
ARTICLE VI
INCORPORATOR
The name and address of the incorporator is Nevada Corporate Headquarters,
Inc., P.0. Box 27740, Las Vegas, Nevada 89126.
2
<PAGE>
ARTICLE VII
PERIOD OF DURATION
The Corporation is to have a perpetual existence.
ARTICLE VIII
DIRECTORS' AND OFFICERS' 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 law or (ii) the unlawful
payment of distributions. 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.
ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person of
whom he is the legal representative, is or was a Director or Officer of the
Corporation, or is or was serving at the request of the Corporation as a
Director or Officer of another Corporation, or as its 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 attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person. The expenses of Officers and Directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
Corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon 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 is not entitled to be indemnified by the
Corporation. Such right of indemnification shall not be exclusive of any other
right which 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 by-law,
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 Stockholders or
Board of Directors may adopt by-laws from time to time with 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
and maintain insurance on behalf of any person who is or was a Director or
3
<PAGE>
Officer of the Corporation, or is or was serving at the request of the
Corporation as Director or Officer of another Corporation, or as its
representative in a partnership, joint venture, trust or other enterprises
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the Corporation would
have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a person
who has ceased to be a Director, Officer, Employee or Agent, and shall inure to
the benefit of the heirs, executors and administrators of such person.
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.03 which cannot
be amended, this Corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation or its Bylaws,
in the manner now or hereafter prescribed by statute or by these Articles of
Incorporation or said Bylaws, and all rights conferred upon the Stockholders are
granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
In furtherance and not in limitation of the powers conferred by statute the
Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the Stockholders, to make,
alter or repeal the Bylaws of the Corporation;
(2) To authorize and cause to be executed mortgages and liens, with or
without limit as to amount, upon the real and personal property of the
Corporation;
(3) To authorize the guaranty by the Corporation of securities, evidences
of indebtedness and obligations of other persons, Corporations and business
entities;
(4) To set apart out of any of the funds of the Corporation available for
distributions a reserve or reserves for any proper purpose and to abolish any
such reserve;
(5) By resolution, to designate one or more committees, each committee to
consist of at least one Director of the Corporation, which, to the extent
provided in the resolution or in the Bylaws of the Corporation, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the Bylaws of the
Corporation or as may be determined from time to time by resolution adopted by
the Board of Directors; and
(6) To authorize the Corporation by its Officers or agents to exercise all
such powers and to do all such acts and things as may be exercised or done by
the Corporation, except and to the extent that any such statute shall require
action by the Stockholders of the Corporation with regard to the exercising of
any such power or the doing of any such act or thing. In addition to the powers
and authorities hereinbefore or by statute expressly conferred upon them, 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, except as otherwise provided
herein and by law.
4
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of March,
2000, hereby declaring and certifying that the facts stated hereinabove are
true.
/s/ Cort W. Christie
-----------------------------------------
Cort W. Christie
(For Nevada Corporate Headquarters, Inc.)
I, NEVADA CORPORATE HEADQUARTERS. INC. hereby accept as Resident Agent for the
previously named Corporation on 7th day of March ,2000.
On this 7th day of March, 2000. /s/ J.M. Kurek
----------------------------------------
Administrator
5
