EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
GROWTH NET, INC.
I, the person hereinafter named as incorporator, for the purpose of
associating to establish
a corporation, under the provisions and subject to the requirements of Title 7,
Chapter 78 of Nevada Revised Statutes, and the acts amendatory thereof, and
hereinafter sometimes referred to as the General Corporation Law of the State of
Nevada, do hereby adopted and make the following Articles of Incorporation:
FIRST: The name of the corporation (hereinafter called the corporation) is
GROWTH NET, INC.
SECOND: The name of the corporation's resident agent in the State of Nevada is
CSC Services of Nevada, Inc., and the street address of said resident agent
where process may be served on the corporation is 502 East John Street, Carson
City 89706. The mailing address and the street address of the said resident
agent are identical.
THIRD: The number of shares the corporation is authorized to issue is
200,000,000 shares of common stock and 10,000,000 shares of blank check
preferred stock, all of which are of par value of $.001 dollars each. All of
said shares are of one class.
DENY PREEMPTIVE RIGHTS
No holder of any of the shares of any class of the corporation shall be entitled
as of right to subscribe for, purchase, or otherwise acquire any shares of any
class of the corporation which the corporation proposes to issue or any rights
or options which the corporation proposes to grant for the purchase of shares of
any class of the corporation or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase or
otherwise acquire shares of any class of the corporation: and any and all of
such shares, bonds, securities or obligations of the corporation, whether now or
hereafter authorized or created, may be issued, or may be reissued or
transferred if same have been reacquired and have treasury status, and any and
all of such rights and options may be granted by the Board of Directors to such
persons, firms, corporations, and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any thereof, to any said
holder.
<PAGE>
FOURTH: The governing board of the corporation shall be styled as a "Board
of Directors", and any member of said Board shall be styled as a "Director".
The number of members constituting the first Board of Directors of the
corporation is two and the name and post office box or street address, either
residence or business, of each of said members are as follows:
NAME ADDRESS
Robert Scher U.S.A. Growth In.
900 West 190th Street
New York, New York 10040
Peter Hans U.S.A. Growth In.
900 West 190th Street
New York, New York 10040
The number of directors of the corporation may be increased or decreased in the
manner provided in the Bylaws of the corporation; provided, that the number of
directors shall never be less than one. In the interim between elections of the
directors by the stockholders entitled to vote, all vacancies, including
vacancies caused by an increase in the number of the directors and including
vacancies resulting from the removal of directors by the stockholders entitled
to vote which are not filled by said stockholders, may be filled by the
remaining directors, though less than a quorum.
FIFTH: The name and the post office box or street address, either residence
or business of the incorporator signing these Articles of Incorporation are
as follows:
NAME ADDRESS
Alexandra Migoya Freedman c/o McLaughlin & Stern LLP
260 Madison Avenue
New York, New York 10016
<PAGE>
SIXTH: The corporation shall have perpetual existence.
SEVENTH: The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by the General Corporation Law of the
State of Nevada, as the same may be amended and supplemented.
EIGHTH: The corporation shall, to the fullest extent permitted by the General
Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any an all persons whom it shall have power to indemnify
under said Law from and against any all expenses, liabilities, or other matters
referred to in or covered by said Law, and the indemnification provided for
herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity whiled holding such office, and 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 a person.
NINTH: The nature of the business of the corporation and the objects or the
purposes to be transacted, promoted, or carried on by it are as follows:
To engage in any lawful activity.
The foregoing provisions of this Article shall be construed both as purposes and
powers and each as independent purpose and power. The foregoing enumeration of
specific purposes and powers shall not be held to limit or restrict in any
manner the purposes and powers of the corporation, and the purposes and powers
herein specified shall, except when otherwise provided in this Article, be in no
way limited or restricted by reference to, or inference from, the terms of any
provision of this or any other Article of these Articles of Incorporation;
provided, that the corporation shall not carry on any business or exercise any
power in any state, territory, or country which under the laws thereof the
corporation may not lawfully carry on or exercise.
TENTH: The corporation reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
IN WITNESS WHEREOF, I do hereby execute these Articles of Incorporation on May
7, 1999.
/s/ Alexandra Migoya Freedman
-----------------------------
Alexandra Migoya Freedman
<PAGE>
