FILED # C28660-99
November 16, 1999
In the Office of
Dean Heller
Secretary of State
ARTICLES OF INCORPORATION
OF
BIDDER COMMUNICATIONS, INC.
The undersigned, to form a Nevada corporation, CERTIFIES THAT:
I. NAME: The name of the corporation is Bidder Communications, Inc.
II. REGISTERED OFFICE: RESIDENT AGENT: The location of the registered office
of this corporation within the State of Nevada is 1495 Ridgeview Drive, Ste.
220, Reno, Nevada; this corporation may maintain an office or offices in
such other place within or without the State of Nevada as may be from time to
time designated by the Board of Directors or by the By-Laws of the corporation;
and this corporation may conduct all corporation business of every kind
or nature, including the holding of any meetings of directors either inside
or outside the State of Nevada, as well as without the State of Nevada.
The Resident Agent for the corporation shall be Michael J. Morrison, 1495
Ridgeview Drive, Ste. 220, Reno, Nevada 89509.
III. PURPOSE: The purpose for which this corporation is formed is: To
Engage in any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the total authorized
capital stock of the corporation shall be ONE HUNDRED THOUSAND Dollars
($100,000.00), consisting of ONE HUNDRED MILLION (100,000,000) shares of Common
Stock, par value $.001 per share.
V. INCORPORATOR: The name and post office address of the Incorporator signing
these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Resident Agents of 711 S. Carson Street, Suite 4
Nevada, Inc. Carson City, Nevada 89701
VI. DIRECTORS: The governing board of this corporation shall be known as
directors, and the first Board shall consist of two (2) directors.
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The number of directors may, pursuant to the By-Laws, be increased or decreased
by the Board of Directors, provided there shall be no less than one (1) nor more
than nine (9) Directors.
The name and post office addresses of the directors constituting the first
Board of Directors is as follows:
NAME POST OFFICE ADDRESS
---- -------------------
James Y. Suk 804-819 Hamilton Street
Vancouver, B.C., Canada V6B 6M2
Jon H. Suk 121-12031 Railway Avenue
Richmond, B.C., Canada V7E 6M5
VII. STOCK NON-ASSESSABLE: The capital stock, or the holders thereof,
afterthe amount of the subscription price has been paid in, shall not be
subject to any assessment whatsoever to pay the debts of the corporation.
VIII. TERM OF EXISTENCE: This corporation shall have perpetual existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the election
of directors.
X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled to preemptive
rights.
XI. LIMITED LIABILITY: No officer or director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as an officer or director, except for liability
(I) for any breach of the officer or directors 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, or
(iii) for any transaction from which the officer or director the Nevada
General Corporation Law is amended after the date of incorporation to
authorize corporate action further eliminating or limiting the personal
liability of officers or directors, then the liability of an officer or
director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Nevada General Corporation Law, or amendments there-
to. No repeal or modification of this paragraph shall adversely affect any
any right or protection of an officer or director of the Corporation
existing at the time of such repeal or modification.
XI. INDEMNIFICATION: Each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
proceeding), by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was an officer or director of the
Corporation or is or was serving at the request of the Corporation as an
officer or director of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans whether the basis of such proceeding is alleged action in an official
capacity as an officer or director, or in any other capacity while serving
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as an officer or director, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Nevada General
Corporation law, as the same exists, or may hereafter be amended, (but, in
the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment), against
all expense, liability, and loss, including attorneys fees, judgments, fines,
excise taxes or penalties and amounts to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be an
officer or director and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as provided
herein with respect to proceedings seeking to enforce rights to
indemnification, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred
in this Section shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided however, that, if
the Nevada General Corporation Law requires the payment of such expenses
incurred by an officer or director in his or her capacity as an officer or
director (and not in any other capacity in which service was or is rendered
by such person while an officer or director, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding, payment shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such officer or director, to repay all
amounts so advanced if it shall ultimately be determined that such officer or
director is not entitled to be indemnified under the Section or otherwise.
If a claim hereunder is not paid in full by the Corporation within ninety
days after a written claim has been received by the Corporation, the claimant
may, at any time thereafter, bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful, in whole or in part, the
claimant shall be entitled to be paid the expense of prosecuting such claim.
It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any, is required,
has been tendered to the corporation) that the claimant has not met the
standards of conduct which make it permissible under the Nevada General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
of such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in the Nevada General Corporation Law, nor an actual determination
by the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
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The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.
The Corporation may maintain insurance, at its expense, to protect itself
and any officer, director, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under
the Nevada General Corporation Law.
The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification to any employee or agent of the
Corporation tot he fullest extent of the provisions of this Section with
respect to the indemnification and advancement of expenses of officers and
directors of the Corporation or individuals serving at the request of the
Corporation as an officer, director, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise.
THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose
of forming a corporation pursuant to the General Corporation Law of the State
of Nevada, does make and file these Articles of Incorporation, hereby
declaring and certifying the facts herein stated are true, and, accordingly,
has hereunto set her hand this 16th day of November, 1999.
/s/ Patricia A. Bozin, Sole
Incorporator for Resident
Agents of Nevada, Inc.
STATE OF NEVADA )
) SS.
COUNTY OF WASHOE )
On this 16th day of November, 1999, before me, a Notary Public, personally
appeared Patricia A. Bozin, who acknowledged to me that she executed the
above instrument.
/s/ Bette M. Jaffe, Notary Public
Commission Expires: June 2, 2003
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT
In the matter of Bidder Communications, Inc., I, Patricia A. Bozin, on behalf
of Resident Agents of Nevada, Inc., with address at 711 S. Carson St., Suite
4, Carson City, Nevada 89701, hereby accept the appointment as Resident Agent
of the above-entitled corporation in accordance with NRS 78.090. Furthermore,
that the mailing address for the above registered office is 711 S. Carson St.,
Suite 4, Carson City, Nevada 897601. IN WITNESS WHEREOF, I hereunto set my
hand this 16th day of November, 1999.
/s/ Patricia A. Bozin, for Resident Agents of Nevada, Inc.
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