ARTICLES OF INCORPORATION
OF
DALJAMA, INC.
a Texas corporation
The undersigned person(s), acting as incorporator(s) of a corporation
organized under the laws of the TEXAS, hereby adopt(s) the following
Articles of Incorporation:
ARTICLE I
CORPORATE NAME
The name of the corporation is: DALJAMA, INC.
ARTICLE II
INITIAL PRINCIPAL OFFICE
The mailing address of the corporation's initial principal
office is:
300 ROYAL FIELD
ARLINGTON, TEXAS 76011
ARTICLE III
SHARES
The total number of shares which the corporation shall have the
authority to issue is 100,000,000 shares of no par value stock.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The street address of the corporation's initial registered office and
the name of it's initial registered agent at such address is:
Greg Gill
300 Royal Field
Arlington, Texas 76011
ARTICLE V
PURPOSE
The purpose of the corporation is to engage in any lawful
activity permitted by the laws of this state.
ARTICLE VI
DIRECTORS
The names and residences of the persons constituting board of
directors are:
GREG GILL
300 ROYAL FIELD
ARLINGTON, TEXAS 76011
ROMIE KRICKBAUM
300 ROYAL FIELD
ARLINGTON, TEXAS 76011
After the initial board of directors, the board shall consist of such
number of directors as shall be determined by the shareholders from
time to time at each annual meeting at which directors are to be
elected.
The directors shall be divided into TWO classes, the number of
directors to be allocated to each class to be as nearly equal as
possible and with the term of office in one class expiring each year
after the initial annual meeting of shareholders.
ARTICLE VII
LIABILITY OF DIRECTORS
To the fullest extent permitted by law, no director of this corporation
shall be personally liable to the corporation or its shareholders,
except that a director may be held personally liable for (i) breaches
of the duty of loyalty, (ii) acts or omissions no in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) declaration of unlawful dividends or unlawful stock repurchases
or redemptions, or (iv) a transaction from which the director derives
an improper personal benefit.
Any director or officer who is involved in litigation or other
proceeding by reason of his or her position as a director or officer of
this corporation shall be indemnified and held harmless by the
corporation to the fullest extent permitted by law.
ARTICLE VIII
OTHER PROVISION
Preemptive Rights. The corporation elects to have preemptive rights so that each
shareholder has the right to acquire a portional amount of any shares that are
issued.
Director or Officer Interest. In the absence of fraud, no transaction
between (a) this corporation and (b) any other association, corporation
or any director or officer of this corporation individually, shall be
affected by the fact that any director or officer of this corporation
is individually a party to the transaction or is interested in or is a
director or officer of such other association or corporation.
Stock Transfer Restriction. No shareholder of this corporation shall
sell shares of stock held by him or her in this corporation without
first offering to sell such stock to the corporation on the same terms
and conditions and at the price offered in good faith and in writing,
by any proposed purchaser. The written offer by such proposed purchaser
shall be delivered to the corporation at the time the stock is offered
to the corporation for sale. The corporation shall have the right to
accept the offer any time within (30) days form and after the date on
which the offer is made to the shareholder and shall exercise the
option to purchase the shares of stock, it shall notify the
shareholder, but only to the proposed purchaser on the same terms and
conditions as offered to the forporation, and only within (30) days
from and after the date on which the corporation declines to exercise
its option.
Corporate Seal. The corporation shall have a corporate seal, which
shall be affixed to all deeds, mortgages, and other instruments
affecting or relating to real estate.
Execution of Written Instruments. All instruments that are executed on
behalf of the corporation which are acknowledged and which affect an
interest in real estate shall be executed by the President or any
Vice-President and the Secretary or Treasurer. All other instruments
executed by the corporation, including the release of a mortgage or
lien, may be executed by the President or Vice-President.
Notwithstanding the preceding provisions of this section, any written
instrument may be executed by any officer(s) or agent(s) that are
specifically designated by resolution of the board of directors.
ARTICLE NINE
THE PERIOD OF ITS DURATION IS PERPETUAL.
ARTICLE TEN
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of $1,000.00
consisting of money, labor done or property actually received.
Certification
I certify that I have read he above Articles of Incorporation and that
they are true and correct to the best of my knowledge.
-------------------------------
AARON LIGGETT, Incorporator
300 ROYAL FIELD
ARLINGTON, TEXAS 76011
