Exhibit 1
Form SB-2
Hardwood Doors & Milling Specialties, Inc.
Articles Of Incorporation
Of
AMERICAN OUTDOORSMAN, INC.
WE, THE UNDERSIGNED natural persons of the age of eighteen
(18) years or more, acting as incorporators of a corporation under
the Nevada Business Corporation Act, adopt the following Articles
of Incorporation.
Article I
NAME
The Name of the corporation is American Outdoorsman, Inc.
Article II
DURATION
The duration of the corporation is perpetual.
Article III
PURPOSES
The purpose or purposes for which this corporation is engaged
are:
(a) To acquire and manage sporting goods stores. Also, to
acquire, develop, explore, and otherwise deal in and with all
kinds of real and personal property and all related activities,
and for any and all other lawful purposes.
(b) To acquire by purchase, exchange, gift, bequest,
subscription, or otherwise; and to hold, own, mortgage, pledge,
hypothecate, sell, assign, transfer, exchange, or otherwise
dispose of or deal in or with its own corporate securities or
stock or other securities including, without limitations, any
shares of stock, bonds, debentures, notes mortgages, or other
obligations, and any certificates, receipts or other instruments
representing rights or interests therein on any property or assets
created or issued by any person, firm, associate, or corporation,
or instrumentalities thereof; to make payment therefor in any
lawful manner or to issue in exchange therefor in any lawful
manner or to issue in exchange therefor its unreserved earned
surplus for the purchase of its own shares, and to exercise as
owner or holder of any securities, any and all rights, powers, and
privileges in respect thereof.
(c) To do each and everything necessary, suitable, or proper
for the accomplishment of any of the purposes or the attainment of
any one or more of the subjects herein enumerated, or which
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may, at any time, appear conducive to or expedient for the
protection or benefit of this corporation, and to do said acts as
fully and to the same extent as natural persons might, or could do
in any part of the world as principals, agents, partners,
trustees, or otherwise, either alone or in conjunction with any
other person, association, or corporation.
(d) The foregoing clauses shall be construed both as purposes
and powers and shall not be held to limit or restrict in any
manner the general powers of the corporation, and the enjoyment
and exercise thereof, as conferred by the laws of the State of
Nevada; and it is the intention that the purposes and powers
specified in each of the paragraphs of this Article III shall be
regarded as independent purposes and powers.
Articles IV
STOCK
The aggregate number of shares which this corporation shall
have authority to issue is 60,000,000 shares. 50,000,000 shares of
Common Stock having a par value of $.001 per share and 10,000,000
shares of Preferred Stock having a par value of $.001 per share.
Stock of the corporation shall be of two classes, common and
preferred, and both shall be issued in such classes and have such
rights, preferences and designations as determined by the Board of
Directors of the Corporation. Fully-paid stock of this corporation
shall not be liable to any further call or assessment.
Article V
AMENDMENT
These Articles of Incorporation may be amended by the
affirmative Vote of "a majority" of the shares entitled to vote on
each such amendment.
Article VI
SHAREHOLDERS RIGHTS
The authorized and treasury stock of this corporation may be
issued at such time, upon such terms and conditions and for such
consideration as the Board of Directors shall determine.
Shareholders shall not have pre-emptive rights to acquire unissued
shares of the stock of this corporation.
Article VII
INITIAL OFFICE AND AGENT
The registered office of the Corporation in the State of
Nevada is 3230 E. Flamingo Road, Suite 156, Las Vegas, NV 89121.
The registered agent in charge thereof at such address is Gateway
Enterprises, Inc.
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Article VIII
DIRECTORS
The directors are hereby given the authority to do any act on
behalf of the corporation by law and in each instance where the
Business corporation act provides that the directors may act in
certain instances where the Articles of Incorporation authorize
such action by the directors, the directors are hereby given
authority to act in such instances without specifically numerating
such potential action or instance herein.
The directors are specifically given the authority to
mortgage or pledge any or all assets of the business with
stockholders' approval.
The number of directors constituting the initial Board of
Directors of this corporation is one (1). The names and addresses
of persons who are to serve as Directors until the first annual
meeting of stockholders or until their successors are elected and
qualify are:
NAME ADDRESS
DAVID N. NEMELKA 897 SOUTH ARTISTIC CIRCLE
SPRINGVILLE, UTAH 84663
Articles IX
INCORPORATORS
The name and address of each incorporator is:
NAME ADDRESS
DAVID N. NEMELKA 897 SOUTH ARTISTIC CIRCLE
SPRINGVILLE, UTAH 84663
Article X
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation and
any on or more of its directors or any other corporation, firm,
association, or entity in which one or more of its directors or
officers are financially interested, shall be either void or
voidable because of such relationship or interest, or because such
director or directors are present at the meeting of the Board of
Directors, or a committee thereof, which authorizes, approves, or
ratifies such contract or transaction, or because his or their
votes are counted for such purpose if: (a) the fact of such
relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies the
contract or transaction by vote or consent sufficient for the
purpose without counting the votes or consents of such interested
director; or (b) the fact of such relationship or interest is
disclosed or known to the stockholders entitled to vote and they
authorize, approve, or ratify such contract or transaction by vote
or written consent, or (c) the contract or transaction is fair and
reasonable to the corporation.
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Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or
committee there of which authorizes, approves or ratifies such
contract or transaction.
Article XI
LIABILITY OF DIRECTORS AND OFFICERS
No director or officer shall be personally liable to the
Corporation or its stockholders for monetary damages for any
breach of fiduciary duty by such person as a director or officer.
Notwithstanding the foregoing sentence, a director or officer
shall be liable to the extent provided by applicable law, 0) for
acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) for the payment of dividends in
violation of NRS 78.300.
The provisions hereof shall not apply to or have any effect
on the liability or alleged liability of any officer or director
of the Corporation for or with respect to any acts or omissions of
such person occurring prior to such amendment.
Under penalties of perjury, I declare that these Articles of
Incorporation have been examined by me and are, to the best of my
knowledge and belief, true, correct and complete.
Dated this 18 day of October, 1994
/s/ DAVID N. NEMELKA
STATE OF UTAH )
)ss.
COUNTY OF )
On the 18 day of October, 1994, personally appeared before
me, David N. Nemelka, who being by me first duly sworn, declared
that they are the persons who signed the foregoing document as
incorporators and that the statements therein contained are true.
IN WITNESS THEREOF, I have hereunto set my hand and seal this
18th day of
October, 1994.
/s/ NOTARY PUBLIC
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ARTICLES OF INCORPORATION
(Pursuant to NRS 78)
STATE OF NEVADA
Office of the
Secretary of State
Capital Complex
Carson City, Nevada 89710
Telephone (702) 687-5203
IMPORTANT: Read instructions on reverse side of before completing
this form.
TYPE OR PRINT (BLACK INK ONLY)
1. Name of Corporation: American Outdoorsman, Inc.
2. Resident Agent: (designated resident agent and his Street
Address in Nevada where process may be served)
Name of Resident Agent: Gateway Enterprises, Inc.
Street Address: 3230 E. Flamingo Road, Suite 156, Las Vegas, 89121
3. Shares: (number of shares the corporation is authorized to issue)
Number of shares with par value: 60,000,000 Par Value: $.001
Number of shares without par value: -0-
4. Governing Board: shall be styled as (check one)
XX Directors Trustees
The FIRST BOARD OF DIRECTORS shall consist of ONE (1) members
and the names and addresses are as follows:
Name Address
David N. Nemelka 897 South Artistic Circle,
Springville, Utah 84663
5. Purpose: (optional - see reverse side): The purpose for the
corporation shall be:
6. Personal Liability (pursuant to NRS 78.037): Check one
XX Accept Decline
If you chose accept, please check one: Limiting XX Eliminating
This provision eliminates or limits the personal liability of
directors, officers or stockholders
for damages for breach of fiduciary duty as a director or
officer, but such provision must not
eliminate or limit the liability of a director or officer for:
(a) Acts or omissions which involve
intentional misconduct, fraud or knowing violation of law; or
(b) The payments of distributions in violation of NRS 78-300.
7. Other Matters: Any other matters to be included in these
articles may be noted on separate pages and incorporated by
reference herein as a part of these articles: Number of pages
attached: Five (5).
8. Signatures of Incorporators: The names and addresses of each
of the incorporators signing the articles: (signatures must be notarized)
/s/ David N. Nemelka
Address: 897 South Artistic Circle, Springville, Utah 84663
Subscribed and sworn to before me this 18th day of October, 1994.
/s/ Notary Public
Certificate of Acceptance of Appointment of Resident Agent
I, Gateway Enterprises, Inc. hereby accept appointment as Resident
Agent for the above named corporation
/s/ Signature of Resident Agent Date: 10/18/94
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