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EXHIBIT NO. 2.1
ARTICLES OF INCORPORATION OF
ECO-SYSTEMS MARKETING CORPORATION.
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FILED
THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JAN 07 1993 ARTICLES OF INCORPORATION
???? SECRETARY OF STATE OF
/s/ G. Alfred Roensch ECO-SYSTEMS MARKETING CORPORATION
C139-93
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Pursuant To the provisions of Section 78.035 of the Nevada Business
Corporation Code, the undersigned hereby adopts the following:
ARTICLE I. The name of the corporation is:
ECO-SYSTEMS MARKETING CORPORATION
ARTICLE II. The principal place of business for the corporation and the
Resident Agent shall be:
Steven E. Tackes, Esq.
510 West, Fourth Street
Carson City, Nevada 89702
ARTICLE III. The corporation may engage in any lawful activity authorized
by the laws of the State of Nevada.
ARTICLE IV. The corporation shall be authorized to issue two classes of
stock, namely, common stock and preferred stock. The number of shares of
common stock is ONE MILLION (1,000,000) shares will be par value of 1 Mil
($.001) per share and the number of preferred shares shall be ONE MILLION
(1,000,000) shares with a par value of one ($.01) cents per share.
ARTICLE V. The preferred shares may be issued from time to time in one or
more series. The Board of Directors are authorized to fix the number of shares
of any series of preferred shares and to determine the designation of any such
shares as well as to determine or alter the rights, preferences, privileges
and restrictions granted to or imposed upon any unissued shares of preferred
shares.
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ARTICLE VI. The governing body of the corporation shall be known as
directors, and the number, names and post office addresses of the first board
of directors, which shall consist of three (3) are:
Owen K. Stephenson
550 Montgomery St., #750
San Francisco, CA 94111
G. Alfred Roensch
550 Montgomery St., #750
San Francisco, CA 94111
Ennis Wuite
839 Fairway View Dr.
Eugene, OR 97401
ARTICLE VII. The capital stock, after the amount of the subscription
price, or par value, has been paid in, shall not be subject to assessment to
pay the debt of the corporation.
ARTICLE VIII. The name of the incorporation signing these Articles of
Incorporation, and his address is:
G. Alfred Roensch
550 Montgomery St., #750
San Francisco, CA 94111
ARTICLE IX. This corporation shall have perpetual existence.
ARTICLE X. In accordance with Section 78.037 of the Nevada Business
Corporation Code, the directors and officers of this corporation shall not be
personally liable to the corporation or its stockholders for damages for
breach of fiduciary duty as a
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director or officer, so long as the acts or omissions did not involve
intentional misconduct, fraud or a knowing violation of the law or as a result
of the payment of dividends in violation of NRS 78.300.
Dated: January 4, 1993
/s/ G. Alfred Roensch
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G. Alfred Roensch
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN FRANCISCO )
On the 4th day of January, 1993, personally appeared before me, G. Alfred
Roensch, who acknowledges to me that he is the signer of the foregoing
Articles of Incorporation.
/s/ Lisa Carroll
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NOTARY PUBLIC
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[illegible]
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My commission Expires:
SEAL
