ARTICLES OF INCORPORATION
OF
digitalpreviews.com, Inc.
ARTICLE I
The name of the corporation (which is hereinafter referred to as the
"Corporation") is digitalpreviews.com, Inc.
ARTICLE II
The address of the registered office of the Corporation in the State of
Nevada is 3230 East Flamingo Road, Suite #156, Las Vegas, Nevada 89121. The name
of the registered agent of the Corporation is Gateway Enterprises, Inc.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the provisions of Chapter 78 of
the Nevada Revised Statutes.
ARTICLE IV
Common Stock. The aggregate number of shares of Common Stock which the
Corporation shall have authority to issue is 50,000,000 shares at a par value of
$.001 per share. All stock, when issued shall be fully paid and non-assessable,
shall be of the same class and have the same rights and preferences.
Each share of Common Stock shall be entitled to one vote at a stockholder's
meetings, either in person or by proxy. Cumulative voting in elections of
Directors and all other matters brought before stockholders meeting, whether
they be annual or special, shall not be permitted.
The holders of the capital stock of the Corporation shall not be personally
liable for the payment of the Corporation's debts and the private property of
the holders of the capital stock of the Corporation shall not be subject to the
payment of debts of the Corporation to any extent whatsoever.
Stockholders of the Corporation shall not have any preemptive rights to
subscribe for additional issues of stock of the Corporation except as may be
agreed from time to time by the Corporation and any such stockholder.
Preferred Stock. The aggregate number of share of Preferred Stock which the
Corporation shall have authority to issue is 5,000,000 shares, par value $.001,
which may be issued in series, with such designations, preferences, stated
values, rights, qualifications or limitations as determined solely by the Board
of Directors of the Corporation.
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ARTICLE V
The amount of the authorized stock of the Corporation of any class or
classes may be increased or decreased by the affirmative vote of the holders of
a majority of the voting power of all shares of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.
ARTICLE VI
SECTION 1. Number. Election and Terms of Directors. The members of the
governing board of the Corporation shall be styled Directors of the Corporation.
The number of the Directors of the Corporation shall be fixed from time to time
by or pursuant to the By-Laws of the Corporation, and shall initially be one.
SECTION 2. Newly Created Directorships and Vacancies. Newly created
directorships resulting from any increase in the number of Directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled only by the affirmative
vote of a majority of the remaining Directors then in office, even though less
than a quorum of the Board of Directors. No decrease in the number of Directors
constituting the Board of Directors shall shorten the term of any incumbent
Director.
SECTION 3. Removal of Directors. Any Director may be removed from office,
with or without cause, only by the affirmative vote of the holders of 51% of the
voting power of all shares of the Corporation entitled to vote generally in the
election of Directors, voting together as a single class.
ARTICLE VII
Any action required or permitted to be taken by the stockholders of the
Corporation may be effected by any consent in writing by such holders, signed by
holders of not less than that number of shares of Common Stock required to
approve such action.
ARTICLE VIII
Subject to any express provision of the laws of the State of Nevada or
these Articles of Incorporation, the Board of Directors shall have the power to
make, alter, amend and repeal the By-Laws of the Corporation (except so far as
By-Laws of the Corporation adopted by the stockholders shall otherwise provide).
Any By-Laws made by the Directors under the powers conferred hereby may be
altered, amended or repealed by the Directors or by the stockholders.
ARTICLE IX
Election of Directors need not be by ballot unless the By-laws of the
Corporation shall so provide.
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ARTICLE X
SECTION 1. Elimination of Certain Liability of Directors. A Director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
the payment of distributions to stockholders in violation of Section 78.300 of
the Nevada Revised Statutes, or (iv) for any transaction from which the Director
derived an improper personal benefit.
SECTION 2. Indemnification and Insurance.
(a) Action, etc.. Other Than by or in the Right of the Corporation. The
Corporation shall indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be
amended, any Agent (as hereinafter defined) against costs, charges and
Expenses (as hereinafter defined), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the Agent in connection with
such action, suit or proceeding, and any appeal therefrom, if the Agent
acted in good faith and in a manner the Agent reasonably believed to be in
or not opposed to the best interests of the Corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe
such conduct was unlawful. The termination of any action, suit or
proceeding--whether by judgment, order, settlement conviction, or upon a
plea of nolo contendere or its equivalent--shall not, of itself, create a
presumption that the Agent did not act in good faith and in a manner which
the Agent reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding,
that the Agent had reasonable cause to believe that the Agent's conduct was
unlawful.
(b) Action, etc., by or in the Right of the Corporation. 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
judicial action or suit brought by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person is
or was an Agent, against costs, charges and Expenses actually and
reasonably incurred by the Agent in connection with the defense or
settlement of such action or suit and any appeal therefrom if the Agent
acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for gross
negligence or wilful misconduct in the performance of the Agent's duty to
the Corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
costs, charges and Expenses which such court shall deem proper.
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(c) Determination of Right of Indemnification. Any indemnification
under Paragraphs (a) and (b) of this Section (unless ordered by a court)
shall be paid by the Corporation unless a determination is reasonably and
promptly made (i) by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders, that such person acted in bad faith and in a manner that such
person did not believe to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal proceeding, that such person
believed or had reasonable cause to believe that his conduct was unlawful.
(d) Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Section, to the extent that an
Agent has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, the settlement of
an action without admission of liability, or the defense of any claim,
issue or matter therein, or on appeal from any such proceeding, action,
claim or matter, such Agent shall be indemnified against all costs, charges
and Expenses incurred in connection therewith.
(e) Advances of Expenses. Except as limited by Paragraph (f) of this
Section, costs, charges, and Expenses incurred by an Agent in any action,
suit, proceeding or investigation or any appeal therefrom shall be paid by
the Corporation in advance of the final disposition of such matter if the
Agent shall undertake to repay such amount in the event that it is
ultimately determined as provided herein that such person is not entitled
to indemnification. Notwithstanding the foregoing, no advance shall be made
by the Corporation if a determination is reasonably and promptly made by
the Board of Directors by a majority vote of a quorum of disinterested
Directors, or (if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested Directors so directs) by independent legal counsel
in a written opinion, that, based upon the facts known to the Board of
Directors or counsel at the time such determination is made, the Agent
acted in bad faith and in a manner that such person did not believe to be
in or not opposed to the best interests of the Corporation, or, with
respect to any criminal proceeding, that such person believed or had
reasonable cause to believe his conduct was unlawful. In no event shall any
advance be made in instances where the Board of Directors or independent
legal counsel reasonably determines that the Agent deliberately breached
such persons' duty to the Corporation or its stockholders.
(f) Right of Agent to Indemnification upon Application: Procedure upon
Application. Any indemnification under Paragraphs (a), (b) and (d) or
advance under Paragraph (e) of this Section, shall be made promptly, and in
any event within 60 days, upon the written request of the Agent, unless
with respect to applications under Paragraphs (a), (b) or (e), a
determination is reasonably and promptly made by the Board of Directors by
a majority vote of a quorum of disinterested Directors that such Agent
acted in a manner set forth in such Paragraphs as to justify the
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Corporation's not indemnifying or making an advance to the Agent. In the
event no quorum of disinterested Directors is obtainable, the Board of
Directors shall promptly direct that independent legal counsel shall decide
whether the Agent acted in the manner set forth in such Paragraphs as to
justify the Corporation's not indemnifying or making an advance to the
Agent. The right to indemnification or advances as granted by this Section
shall be enforceable by the Agent in any court of competent jurisdiction if
the Board of Directors or independent legal counsel denies the claim in
whole or in part or if no disposition of such claim is made within 60 days.
The Agent's costs, charges and Expenses incurred in connection with
successfully establishing such persons' right to indemnification, in whole
or in part, in any such proceeding shall also be indemnified by the
Corporation.
(g) Other Rights and Remedies. The indemnification provided by this
Section shall not be deemed exclusive of, and shall not affect, any other
rights to which an Agent seeking indemnification may be entitled under any
law, By-law, or charter provision, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be an Agent and
shall inure to the benefit of the heirs, executors and administrators of
such a person. All rights to indemnification under this Section shall be
deemed to be contract between the Corporation and the Agent who serves in
such capacity at any time while these Articles and other relevant
provisions of the general corporation law and other applicable law, if any,
are in effect. Any repeal or modification thereof shall not affect any
rights or obligations then existing.
(h) Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was an Agent against any liability asserted
against such person and incurred by him or her in any such capacity, or
arising out of such persons's status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability under the provisions of this Section. The Corporation may create
a trust fund, grant a security interest or use other means (including,
without limitation, a letter of credit) to ensure the payment of such sums
as may become necessary to effect indemnification as provided herein.
(i) Other Enterprises. Fines and Serving at Corporation's Request. For
purposes of this Section, references to "other enterprise" in Paragraph (a)
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the Corporation" shall
include any service by Agent as Director, officer, employee, agent or
fiduciary of the Corporation which imposes duties on, or involves services
by, such Agent with respect to any employee benefit plan, its participants,
or beneficiaries; and a person who acted in good faith and in a manner such
person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in
a manner "not opposed to the best interests of the Corporation" as referred
to in this Section.
(j) Savings Clause. If this Section or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Agent as to costs, charges
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and Expenses, judgments, fines and amounts paid in settlement with
respect to any action, suit, proceeding or investigation, and any appeal
therefrom, whether civil, criminal or administrative, and whether internal
or external, including a grand jury proceeding and an action or suit
brought by or in the right of the Corporation, to the full extent permitted
by any applicable portion of this Section that shall not have been
invalidated, and to the fullest extent permitted by applicable law.
(k) Common Directors - Transactions between Corporations. No contract
or other transaction between this corporation and any one or more of its
directors or any other corporation, firm, association, or entity in which
one or more of its directors or officers are financially interested, shall
be either void or voidable because of such relationship or interest, or
because such director or directors are present at the meeting of the Board
of Directors, or a committee thereof, which authorizes, approves, or
ratifies such contract or transaction, or because his or their votes are
counted for such purpose if: (a) the fact of such relationship or interest
is disclosed or known to the Board of Directors or committee which
authorizes, approves, or ratifies the contract or transaction by vote or
consent sufficient for the purpose without counting the votes or consents
of such interested director; or (b) the fact of such relationship or
interest is disclosed or known to the stockholders entitled to vote and
they authorize, approve, or ratify such contract or transaction by vote or
written consent, or (c) the contract or transaction is fair and reasonable
to the corporation.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or committee
there of which authorizes, approves or ratifies such contract or
transaction.
(l) Definitions. For the purposes of this Article:
(1) "Agent" means 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 or investigation, whether civil, criminal or
administrative, and whether external or internal to the Corporation
(other than a judicial action or suit brought by or in the right of the
Corporation) by reason of the fact that he or she is or was or has
agreed to be a Director, officer, employee, agent or fiduciary of the
Corporation, or that, being or having been such a Director, officer,
employee, agent or fiduciary, he or she is or was serving at the
request of the Corporation as a Director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust or
other enterprise.
(2) "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or
defend, investigating, or being or preparing to be a witness in a
proceeding.
ARTICLE XI
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The Corporation reserves the right at any time and from time to time to
amend, alter, change or repeal any provision contained in these Articles of
Incorporation, and other provisions authorized by the laws of the State of
Nevada at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, Directors or any other persons
whomsoever by and pursuant to these Articles of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article.
ARTICLE XII
The name and address of each incorporator of the Corporation is:
Name Address
---- -------
David Shamy P.O. Box 9301, Salt Lake City, Utah 84109
ARTICLE XIII
The name and address of each member of the Board of Directors of the
Corporation is:
Name Address
---- -------
David Shamy P.O. Box 9301, Salt Lake City, Utah 84109
ARTICLE XIV
The Corporation shall exist in perpetuity, from and after the date of
filing of its original Articles of Incorporation with the Secretary of State of
the State of Nevada unless dissolved according to law.
IN WITNESS WHEREOF, this certificate has been executed by David Shamy, the
Incorporator of digitalpreviews.com, Inc. on this 4th day of November,1999.
/s/
-------------------------------
David Shamy, Incorporator
STATE OF UTAH )
ss
COUNTY OF SALT LAKE )
On the day of November,1999, personally appeared before me David Shamy
whom, being by me first duly sworn, declared that he was the person who signed
the foregoing document as an digitalpreviews.com, Inc. and that the statements
therein contained are true.
IN WITNESS THEREOF, I have hereunto set my hand and seal this 4th day of
November, 1999.
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/s/ 8
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NOTARY PUBLIC
Residing at
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My commission expires:
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