ARTICLES OF INCORPORATION
OF
TARTAM, INC.
a Nevada corporation
First.The name of the corporation is:
TARTAM, INC.
Second. Its registered office in the state of Nevada is located at 2253
North Carson Street, Carson City Nevada 89706 that 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 the By-Laws
of said Corporation, and that this Corporation may conduct all Corporation
business of every kind and nature including the holding of all meetings of
Directors and Stockholders, outside the State of Nevada.
THIRD. The objects for which this Corporation is formed: To engage in any
lawful activity, including but not limited to the following:
(A) Shall have such rights privileges and powers as may be conferred upon
Corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent the with the Purposes and obects for which this
corporation is organized.
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate of articles of incorporation, and
when no period is limited, perpetually or until dissolved and its
affairs wound up according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have the power to make contacts.
(F) Shall have the power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with
its franchises. The power to hold real and personal estate shall
include the power to take the same by divide and bequest in the State
of Nevada, or in any other state, country or territory.
(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require and to allow them suitable corporation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or the State of Nevada, for
the management, regulation and government of its affairs and property,
the transfer, the transfer of its stock, the transaction of its
business, and the calling and holding of its meetings of its
stockholders.
(I) Shall have power to windup and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp and alter the
same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal
or stamp, if it desires, but such use or nonuse shall not in any way
effect the legality of the document.
(K) Shall have the power to borrow money and contact debts when necessary
for the transaction of its business, or for the exercise of its
corporate rights, privileges or franchises, or for any other lawful
purpose of its incorporation; to issue bonds, promissory notes, bills
of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon
the happening of event or events, whether secured by mortgage, pledge
or otherwise, or unsecured for money borrowed, or in payment for
property purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee purchase or hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the
capital stock of, or any bonds, securities or evidences of the
indebtedness created by any other corporation or corporations of the
State of Nevada, or any other state government, and, while owners of
such stocks, bonds, securities, or evidences of indebtedness, to
exercise all the rights, powers and privileges of ownership, including
the right to vote, if any.
(M) Shall have the power to purchase, hold, sell and transfer shares of
its own capital stock, and use therefore its capital, capital surplus,
surplus, or other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the
State of Nevada, and in any of the several states. Territories,
possessions and dependanceies of the United States, the District of
Columbia, and any foreign countries.
(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or
articles of incorporation, or any amendment thereof, or necessary or
incidental to the protection and benefit of the corporation, and in
general to carry on any lawful busiess necessary or incidental to the
attainment of the objects of the corporation, whether or not such
business is similar in nature to the objects set forth in the
certificate or articles of incorporation, or any amendment thereof.
(P) Shall have the power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have the power to enter into partnerships, general or limited,
or joint ventures, in connection with any lawful activities, as may be
allowed by law.
FOURTH. That the total number of common stock authorized that may be issued
by the corporation is TWENTY MILLION (20,000,000) shares of stock with par value
of ONE THENTH OF A CENT ($0.001) and no other class of stock shall be
authorized. Said shares may be issued by the corporation from time to time for
such considerations as may be fixed by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as directors,
and the number of Directors form time to time may be increased in such manner as
shall be provided by the By-Laws of this Corporation, providing that the number
of directors shall not be reduced to fewer than one (1).
The name and post office address of the first Board of Directors shall be
one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
Brent Buscay 2533 North Carson Street
Carson, City, Nevada 89706
SIXTH. The capital stock, after the amount of the subscription price , or
par value has been paid in, shall not be subject to assessment to pay the debts
of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Brent Buscay 2533 North Carson Street
Carson City, Nevada, 89706
EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada, 89706
NINTH. The corporation is to have perpetual existence.
TENTH. In the furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter
or amend the By- Laws of the Corporation. To fix the amount to be reserved as
working capital over and above its capital stock paid in; to authorize and cause
to be executed, mortgages and liens upon the real and personal property of this
Corporation.
By a resolution passed by the whole Board, to designate one (1) or more
committees, each committee to consist of one or more of the Directors of the
Corporation which to the extent provided in the resolution, or in the By-Laws of
the Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation. Such
committee or committees shall have such name, or names, as may be stated in the
By-Laws of the Corporation, or as may be determined form time to time by
resolution and may be adopted by the Board of Directors.
When and as authorized by the affirmitive vote of the Stockholders holding
stock and entitling them to exercise at least a majority of the voting power
given at stockholder meetings called for that purpose, or when authorized by the
written consent of the holder of at least a majority of the voting stock issued
andd outstanding, the Board of Directors shall have the power and authority at
any meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its goodwill and its corporate franchises, upon such
terms nad conditions as its Board of Directors deems expedient and for the best
interest of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
TWELFTH. No director or officer of the corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (i) for acts or
omission which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
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 or omissions prior to such repeal or
modification.
THIRTEENTH. This Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon Stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the incorporator hereinfore named for the
ppurpose of forming a Corporation pursuant to the General Corporation law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true and accordingly
have hereunto set my hand this July 17, 2000
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Brent Buscay
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.
July 17, 2000 __________________________________
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Date Vice President
