Exhibit 3.1
File #C28250-1999
November 12, 1999
In the office of Dean Heller
Dean Heller Secretary of State
ARTICLES OF INCORPORATION
OF
Benchmark Technology Corporation
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KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a corporation under and by
virtue of the laws of the State of Nevada, do hereby adopt the following
Articles of Incorporation.
1. Name of Company:
Benchmark Technology Corporation
2. Resident Agent:
The resident agent of the Company is:
Mark DeStefano
8555 W. Sahara, Suite 130
Las Vegas, NV 89117
3. Board of Directors:
The company shall initially have two (2) directors. They are: Billy DePriest
and LaDonna Tebo, 3411 Banbury Place, Houston, TX 77027. These individuals
shall serve as directors until their successor or successors have been elected
and qualified. The number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the Corporation shall have authority to
issue shall consist of 20,000,000 shares of Common Stock having a $.001 par
value, and 5,000,000 share of Preferred Stock having a $.001 par value. The
Common Stock and/or Preferred Stock of the Company may be issued from time to
time without prior approval by the stockholders. The Common Stock and/or
Preferred 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 and/or Preferred 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 of
resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the Corporation shall not have
any preference, preemptive right or right of subscription to acquire shares of
the Corporation authorized, issued, or sold, or to be authorized, issued or
sold, or to any obligations or shares authorized or issued or to be authorized
or issued, 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
in its sole discretion, may determine from time to time.
6. 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
international misconduct, fraud or a knowing violation of the law or (ii) the
unlawful payment of dividends. Any repeal or modification of the Article by
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 of omissions prior to such repeal of
modification.
7. Indemnity:
Every person who was or is a party to, or is threatened to be made a party to,
or is involved in any such action, suit or proceeding, whether civil, criminal,
administrative or investigative, by the reason of the fact that he or she or a
person with whom he or she is a legal representative, is or was a director of
the Corporation, or who is serving at the request of the Corporation as a
director or officer of another corporation, or is a 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
a settlement) reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be contract right which may be
enforced in any manner desired by such person. The expenses of officers and
directors incurred in defending a civil suit or proceeding must be paid by the
Corporation as incurred and in advance of the final disposition of the action,
suit, or proceeding, under 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 or she is not entitled to be
indemnified by the Corporation. Such right of indemnification shall not be
exclusive of any other right of 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 bylaw, 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 Board of Directors may
adopt By-Laws from time to time without 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 purchased or maintain insurance on
behalf of any person who is or was a director or officer.
8. Amendments:
Subject at all times to the express provisions of Section 4 on the Assessment
of Shares, this Corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation or its By-
Laws, in the manner now or hereafter prescribed by statute or the Articles of
Incorporation of said By-Laws, and all rights conferred upon shareholders are
granted subject to this reservation.
9. Power of Directors:
In furtherance, and not in limitation of those powers conferred by statute, the
Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any adopted by the shareholders, to make, alter
or repeal the By-Laws of the corporation;
(b) To authorize and caused to be executed mortgages and lines, with or without
limitations as to amount, upon the real and personal property of the
corporation;
(c) To authorize the guaranty by the Corporation of the securities, evidences
of indebtedness and obligations of other persons, corporations or business
entities;
(d) To set apart out of any funds of the Corporation available for dividends
a reserve or reserves for any proper purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the whole Board, to designate one
or more committees to consist of one or more Directors of the Corporation,
which, to the extent provided on the resolution or in the By-Laws of the
Corporation, shall have and may authorize the seal of the Corporation to be
affixed to all papers which may require it. Such committee or committees shall
have name and names as may be stated in the By-Laws of the Corporation or as
may be determined from time to time by resolution adopted by the Board of
Directors.
All the corporate powers of the Corporation shall be exercised by the Board of
Directors except as otherwise herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand on 11th day of November, 1999,
hereby declaring and certifying that the facts stated hereinabove are true.
Signature of Incorporator:
Name: Mark DeStefano
Address: 8555 W. Sahara, Suite 130
Las Vegas, NV 89117
Signature: /s/ Mark DeStefano
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STATE OF NEVADA )
) ss.
County of Clark )
The foregoing instrument was acknowledged before me this 11th day of
November, 1999.
My Commission Expires: 7/31/02 /s/ Tina M. McCombs
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Notary Public
Notary Public - State of Nevada
County of Clark
Tina M. McCombs
My appointment Expires
July 31, 2002
No. 94-1940-1
Certificate of Acceptance of Appointment of Resident Agent:
I, Mark DeStefano, hereby accept appointment as Resident Agent for
the above named corporation.
/s/ Mark DeStefano
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Mark DeStefano
Signature of Resident Agent
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