ARTICLES OF INCORPORATION OF
NETCO INVESTMENTS INC.
The undersigned, for the purpose of forming a corpora-tion under the
Washington Business Corporation Act, hereby adopts the following Articles of
Incorporation.
ARTICLE I
The name of the corporation is "Netco Investments Inc.".
ARTICLE II
2.1. AUTHORIZED CAPITAL
The total number of shares that this corporation is authorized to issue is
120,000,000, consisting of 100,000,000 shares of Common Stock having a par value
of $0.0001 per share and 20,000,000 shares of Preferred Stock having a par value
of $0.0001 per share. The Common Stock is subject to the rights and preferences
of the Preferred Stock as set forth below.
2.2. ISSUANCE OF PREFERRED STOCK BY CLASS AND IN SERIES
The Preferred Stock may be issued from time to time in one or more classes
and one or more series within such classes in any manner permitted by law and
the provisions of these Articles of Incorporation, as determined from time to
time by the Board of Directors and stated in the resolution or resolutions
providing for its issuance, prior to the issuance of any shares. The Board of
Directors shall have the authority to fix and determine and to amend the
designation, preferences, limitations and relative rights of the shares
(including, without limitation, such matters as dividends, redemption,
liquidation, conversion and voting) of any class or series that is wholly
unissued or to be established. Unless otherwise specifically provided in the
resolution establishing any class or series, the Board of Directors shall
further have the authority, after the issuance of shares of a class or series
whose number it has designated, to amend the resolution establishing such class
or series to decrease the number of shares of that class or series, but not
below the number of shares of such class or series then outstanding.
<PAGE>
ARTICLE III
The purpose of this corporation is to engage in any business, trade or
activity that may lawfully be conducted by a corporation organized under the
Washington Business Corporation Act and to engage in any and all such activities
as are incidental or conducive to the attainment of the foregoing purpose or
purposes.
ARTICLE IV
No preemptive rights shall exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE V
The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of this corporation.
ARTICLE VI
6.1. NUMBER OF DIRECTORS
The Board of Directors shall be composed of not less than one nor more than
six Directors. Except with respect to the initial Director, the specific number
of Directors shall be set by resolution of the Board of Directors or, if the
Directors in office constitute fewer than a quorum of the Board of Directors, by
the affirmative vote of a majority of all the Directors in office. The number
of Directors of this corporation may be increased or decreased from time to time
in the manner provided herein, but no decrease in the number of Directors shall
have the effect of shortening the term of any incumbent Director.
<PAGE>
6.2. CLASSIFICATION OF DIRECTORS
The Directors shall be divided into three classes, with each class to be as
nearly equal in number as possible, as specified by resolution of the Board of
Directors or, if the Directors in office constitute fewer than a quorum of the
Board of Directors, by the affirmative vote of a majority of all the Directors
in office. The term of office of Directors of the first class shall expire at
the first annual meeting of shareholders after their election. The term of
office of Directors of the second class shall expire at the second annual
meeting after their election. The term of office of Directors of the third
class shall expire at the third annual meeting after their election. At each
annual meeting after such classification, a number of Directors equal to the
number of the class whose term expires at the time of such meeting shall be
elected to hold office until the third succeeding annual meeting. Absent his or
her death, resignation or removal, a Director shall continue to serve despite
the expiration of the Director's term until his or her successor shall have been
elected and qualified or until there is a decrease in the number of Directors.
6.3. REMOVAL OF DIRECTORS
The shareholders may remove one or more Directors with or without cause,
but only at a special meeting called for the purpose of removing the Director or
Directors, and the meeting notice must state that the purpose, or one of the
purposes, of the meeting is removal of the Director or Directors.
6.4. VACANCIES ON BOARD OF DIRECTORS
If a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of Directors, the Board of Directors
may fill the vacancy, or, if the Directors in office constitute fewer than a
quorum of the Board of Directors, they may fill the vacancy by the affirmative
vote of a majority of all the Directors in office. The shareholders may fill a
vacancy only if there are no Directors in office.
<PAGE>
6.5. INITIAL BOARD OF DIRECTORS
The initial Board of Directors shall consist of one Director, who shall be
in the first class of Directors, and the name and address of the person who
shall serve as such Director until the first annual meeting of shareholders or
until his successor is elected and qualified is:
Michael Jackson 1166 Alberni St., Suite 1502
Vancouver, B.C.
CANADA V6E 3Z3
ARTICLE VII
This corporation reserves the right to amend or repeal any of the
provisions contained in these Articles of Incorporation in any manner now or
hereafter permitted by the Washington Business Corporation Act, and the rights
of the shareholders of this corporation are granted subject to this reservation.
ARTICLE VIII
The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws of this corporation, subject to the power of the shareholders to amend or
repeal such Bylaws. The shareholders shall also have the power to amend or
repeal the Bylaws of this corporation and to adopt new Bylaws.
<PAGE>
ARTICLE IX
9.1. SHAREHOLDER ACTIONS
Any action required or permitted to be taken at a shareholders meeting may
be taken without a meeting or a vote if either:
(a) the action is taken by written consent of all shareholders
entitled to vote on the action; or
(b) so long as this corporation is not a public company, the
action is taken by written consent of shareholders holding of record, or
otherwise entitled to vote, in the aggregate not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote on the action were present and voted.
To the extent that the Washington Business Corporation Act requires
prior notice of any such action to be given to nonconsenting or nonvoting
shareholders, such notice shall be made prior to the date on which the action
becomes effective, as required by the Washington Business Corporation Act. The
form of the notice shall be sufficient to apprise the nonconsenting or nonvoting
shareholder of the nature of the action to be effected, in a manner approved by
the Directors of this corporation or by the committee or officers to whom the
Board of Directors has delegated that responsibility.
9.2. NUMBER OF VOTES NECESSARY TO APPROVE ACTIONS
Whenever the Washington Business Corporation Act permits a corporation's
articles of incorporation to specify that a lesser number of shares than would
otherwise be required shall suffice to approve an action by shareholders, these
Articles of Incorporation hereby specify that the number of shares required to
approve such an action shall be such lesser number.
9.3. SPECIAL MEETINGS OF SHAREHOLDERS
<PAGE>
So long as this corporation is a public company, special meetings of the
shareholders of the corporation for any purpose may be called at any time by the
Board of Directors or, if the Directors in office constitute fewer than a quorum
of the Board of Directors, by the affirmative vote of a majority of all the
Directors in office, but such special meetings may not be called by any other
person or persons.
9.4. QUORUM FOR MEETINGS OF SHAREHOLDERS.
Except with respect to any greater requirement contained in these Articles
of Incorporation or the Washington Business Corporation Act, one-third of the
votes entitled to be cast on a matter by the holders of shares that, pursuant to
the Articles of Incorporation or the Washington Business Corporation Act, are
entitled to vote and be counted collectively upon such matter, represented in
person or by proxy, shall constitute a quorum of such shares at a meeting of
shareholders.
ARTICLE X
To the full extent that the Washington Business Corporation Act, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of Directors, a Director of this corporation shall
not be liable to this corporation or its shareholders for monetary damages for
conduct as a Director. Any amendments to or repeal of this Article X shall not
adversely affect any right or protection of a Director of this corporation for
or with respect to any acts or omissions of such Director occurring prior to
such amendment or repeal.
ARTICLE XI
11.1. INDEMNIFICATION.
The corporation shall indemnify its directors to the full extent permitted
by the Washington Business Corporation Act now or hereafter in force. However,
such indemnity shall not apply on account of: (a) acts or omissions of the
director finally adjudged to be intentional misconduct or a knowing violation of
law; (b) conduct of the director finally adjudged to be in violation of RCW
23B.08.310; or (c) any transaction with respect to which it was finally adjudged
that such director personally received a benefit in money, property, or services
to which the director was not legally entitled.
<PAGE>
The corporation shall advance expenses for such persons pursuant to the terms
set forth in the Bylaws, or in a separate Board resolution or contract.
11.2. AUTHORIZATION.
The Board of Directors may take such action as is necessary to carry out
these indemnification and expense advancement provisions. It is expressly
empowered to adopt, approve, and amend from time to time such Bylaws,
resolutions, contracts, or further indemnification and expense advancement
arrangements as may be permitted by law, implementing these provisions. Such
Bylaws, resolutions, contracts or further arrangements shall include but not be
limited to implementing the manner in which determinations as to any indemnity
or advancement of expenses shall be made.
11.3. EFFECT OF AMENDMENT.
No amendment or repeal of this Article shall apply to or have any effect on
any right to indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or repeal.
ARTICLE XII
The name and address of the incorporator is:
Vicki E. Orrico Ogden Murphy Wallace, P.L.L.C.
1601 Fifth Ave., Suite 2100
Seattle, WA 98101-1686
<PAGE>
The incorporator's authority on behalf of this corporation is limited to forming
it by the filing of these Articles of Incorporation, and the incorporator has no
further power or authority on behalf of the corporation, express or implied, by
virtue of being the incorporator.
ARTICLE XIII
The street address of the initial registered office of the corporation is
Ogden Murphy Wallace, P.L.L.C., 1601 Fifth Ave., Suite 2100, Seattle, Washington
98101-1686. The name of its initial registered agent at that address is Vicki
E. Orrico.
ARTICLE XIV
These Articles of Incorporation shall become effectiveupon filing.
IN WITNESS WHEREOF, the incorporator has signed these Articles of
Incorporation this 14th day of March, 2000.
/s/ Vicki E. Orrico
------------------------------
Vicki E. Orrico
Incorporator
<PAGE>
