ARTICLES OF INCORPORATION
EXHIBIT NO. 2 (a)
OF
GLEN MANOR RESOURCES INC.
* * * * *
The undersigned, acting as incorporator, pursuant to the
provisions of the laws of the State of Nevada relating to private corporations,
hereby adopts the following Articles of Incorporation:
ARTICLE ONE. [NAME]. The name of the corporation is:
GLEN MANOR RESOURCES INC.
ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of
process is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880,
City of Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE. [PURPOSES]. The purposes for which the
corporation is organized are to engage in any activity or business not in
conflict with the laws of the State of Nevada or of the United States of
America, and without limiting the generality of the foregoing, specifically:
1. [OMNIBUS]. To have to exercise all the powers now or hereafter
conferred by the laws of the State of Nevada upon corporations
organized pursuant to the laws under which the corporation is
organized and any and all acts amendatory thereof and supplemental
thereto.
11. [CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry on
its business or any branch thereof in any state or territory of the
United States or in any foreign country in conformity with the laws
of such state, territory, or foreign country, and to have and
maintain in any state, territory, or foreign country a business
office, plant, store or other facility.
111. [PURPOSES TO BE CONSTRUED AS POWERS]. The purposes specified
herein shall be construed both as purposes and powers and shall be
in no wise limited or restricted by reference to, or inference from,
the terms of any other clause in this or any other article, but the
purposes and powers specified in each of the clauses herein shall be
regarded as independent purposes and powers, and the enumeration of
specific purposes and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or of the
general powers of the corporation; nor shall the expression of one
thing be deemed to exclude another, although it be of like nature
not expressed.
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ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have
authority to issue an aggregate of TWO HUNDRED MILLION (200,000,000) Common
Capital Shares, PAR VALUE ONE MILL ($0.001) per share for a total capitalization
of TWO HUNDRED THOUSAND DOLLARS ($200,000).
The holders of shares of capital stock of the corporation
shall not be entitled to pre-emptive or preferential rights to subscribe to any
unissued stock or any other securities which the corporation may now or
hereafter be authorized to issue.
The corporation's capital stock may be issued and sold
from time to time for such consideration as may be fixed by the Board of
Directors, provided that the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting
rights at all shareholders meetings called for the purpose of electing a Board
of Directors.
ARTICLE FIVE. [DIRECTORS]. The affairs of the
corporation shall be governed by a Board of Directors of no more than eight (8)
nor less than one (1) person. The names and addresses of the first Board of
Director are:
NAME ADDRESS
---- -------
Michael G. Fisher Suite 303 - 730 2nd Avenue
Calgary Alberta
Canada, T2N 0E3
ARTICLE SIX. [ASSESSMENT OF STOCK]. The capital stock of the
corporation, after the amount of the subscription price or par value has been
paid in, shall not be subject to pay debts of the corporation, and no paid up
stock and no stock issued as fully paid up shall ever be assessable or assessed.
ARTICLE SEVEN. [INCORPORATOR]. The name and address of the
incorporator of the corporation is as follows:
NAME ADDRESS
---- -------
Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence
of the corporation shall be perpetual.
ARTICLE NINE. [BY-LAWS]. The initial By-laws of the
corporation shall be adopted by its Board of Directors. The power to alter,
amend, or repeal the By-laws, or to adopt new By-laws, shall be vested in the
Board of Directors, except as otherwise may be specifically provided in the
By-laws.
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ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meeting of stockholders
shall be held at such place within or without the State of Nevada as may be
provided by the By-laws of the corporation. Special meetings of the stockholders
may be called by the President or any other executive officer of the
corporation, the Board of Directors, or any member thereof, or by the record
holder or holders of at least ten percent (10%) of all shares entitled to vote
at the meeting. Any action otherwise required to be taken at a meeting of the
stockholders, except election of directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by
stockholders having at least a majority of the voting power.
ARTICLE ELEVEN . [CONTRACTS OF CORPORATION]. No contract or
other transaction between the corporation and any other corporation, whether or
not a majority of the shares of the capital stock of such other corporation is
owned by this corporation, and no act of this corporation shall in any way be
affected or invalidated by the fact that any of the directors of this
corporation are pecuniarily or otherwise interested in, or are directors or
officers of such other corporation. Any director of this corporation,
individually, or any firm of which such director may be a member, may be a party
to, or may be pecuniarily or otherwise interested in any contract or transaction
of the corporation; provided, however, that the fact that he or such firm is so
interested shall be disclosed or shall have been known to the Board of Directors
of this corporation, or a majority thereof; and any director of this corporation
who is also a director or officer of such other corporation, or who is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of this corporation that shall authorize such
contract or transaction, and may vote thereat to authorize such contract or
transaction, with like force and effect as if he were not such director or
officer of such other corporation or not so interested.
ARTICLE TWELVE. [LIABILITY OF DIRECTORS AND
OFFICERS]. No director or officer shall have any personal liability to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except that this Article Twelve shall not eliminate or
limit the liability of a director or officer for (i) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment of dividends in violation of the Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned incorporator has hereunto
affixed her signature at Reno, Nevada this 15th day of November, 1999.
by /s/ "Amanda Cardinalli"
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AMANDA CARDINALLI
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