EXHIBIT 3.1.1
Filed #C14732-2000
MAY 25 2000
IN THE OFFICE OF
DEAN HELLER
SECRETARY OF STATE
ARTICLES OF INCORPORATION OF
SECURITYVIEW GROUP, INC.
a Nevada corporation
ARTICLE I
The name of the corporation is SECURITYVIEW GROUP, 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 National Registered Agents, Inc., 202 S. Minnesota
Street, Carson City, Nevada 89703.
Section 2.02. Registered Office. The address of its Registered Office is
202 S. Minnesota Street, Carson City, Nevada 89703.
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 total number of shares of authorized
capital stock of the Corporation shall consist of a single class of twenty-five
thousand (25,000) shares of common stock, no par value.
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The Common Stock may be issued from time to time without action by the
stockholders. The Common Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.
The Board of Directors may issue such shares of Common Stock in one or more
series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.
Section 4.02. No Preemptive Rights. Holders of the Common 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, other than to the extent,
If any, the Board of Directors may determine from time to time.
Section 4.03. Non-Assessability of Shares. The Common Stock 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.
NAME ADDRESS
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Ana Beatriz Higgins 29395 Agoura Road, #204
Agoura Hills, CA 91301
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. Change 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 V1
INCORPORATOR
The name and address of the incorporator is MyCorporation.com, 29395 Agoura
Road, Suite 204, Agoura Hills, California 91301.
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ARTICLE VII
PERIOD OF DURATION
The corporation is to have a perpetual existence.
ARTICLE VIII
DIRECTORS' & 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
hold 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
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 indemnity such person.
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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.
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IN WITNESS WHEREOF, I have hereunto set my hand this 25 day of MAY, 2000,
hereby declaring and certifying that the facts stated hereinabove are true.
/s/ Ana Beatriz Higgins
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Ana Beatriz Higgins
(MyCorporation.com)
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