FILE: C16306-00
JUN 13 2000
IN THE OFFICE OF
DEAN HELLER
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
FREEWILLPC.COM, INC.
I, the undersigned natural person of the age eighteen (18) years or
more, acting as incorporator of a corporation under the General Corporation Law
of the State of Nevada, do hereby adopt the following Articles of Incorporation:
ARTICLE I
The name of this corporation is FreewillPC.com, Inc.
ARTICLE II
Its registered office in the State of Nevada is to be located at 2533 North
Carson Street, Carson City, Nevada 89706. The registered agent in charge thereof
is Laughlin Associates at 2533 North Carson Street, Carson City, Nevada 89706.
ARTICLE III
The nature of the business and, the objects and purposes proposed to be
transacted, promoted and carried on, are to do any or all the things herein
mentioned as fully and to the same extent as natural persons might or could do
and in any part of the world, viz:
"The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of the State of Nevada."
ARTICLE IV
The amount of the total authorized capital stock of this corporation is Twenty
Five Million (25,000,000) shares with a par value of $0.001 each, amounting to
Twenty Five Thousand Dollars ($25,000.00).
ARTICLE V
The name and address of the incorporator signing the articles of incorporation
is as follows:
David McCune
709 B West Rusk, Suite 500
Rockwall, Texas 75087
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ARTICLE VI
The governing board of this corporation shall be known as directors, and the
number of directors may from time to time be increased or decreased in such
manner as shall be provided in the bylaws of this corporation, provided that the
number of directors shall not be reduced less than one or be more than ten.
The name and address of the first director, which is one in number, is as
follows:
David McCune
709 B W. Rusk, Suite 500
Rockwall, Texas 75087
ARTICLE VII
Meetings of stockholders may be held outside of the State of Nevada at such
place or places as may be designated from time to time by the board of directors
or in the bylaws of the corporation.
ARTICLE VII
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, and all rights conferred upon stockholders herein are
granted subject to this reservation.
ARTICLE VII Elimination or Limitation of Liability of Directors
No director shall be liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director: provided, however, that
nothing contained herein shall eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for any transaction
from which the director derived an improper personal benefit, or (iv) for any
act or omission occurring prior to their directorship.
ARTICLE VIII Indemnification of Directors and Officers
The corporation shall indemnify the directors and officers of the corporation,
and of any subsidiary of the corporation, to the full extent provided by the
laws of the State of Nevada. Expenses incurred by a director or officer in
defending a civil or criminal action, suit or proceeding shall be paid by the
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corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation. In addition, the corporation may
advance expenses of such nature on any other terms and/or in any other manner
authorized by law.
ARTICLE IX Amendment of Bylaws
In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is authorized, subject to the bylaws, if any, adopted by the
shareholders, to adopt, alter or amend the bylaws of the corporation.
I, THE UNDERSIGNED, being the sole incorporator herein before named for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Nevada, do make, file and record these articles of incorporation,
hereby declaring and certifying that the facts stated herein are true, and
accordingly have hereunto set my hand.
Dated this 1st day of May 2000.
/S/ David McCune
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David McCune, Incorporator
State of Texas }
}
County of Dallas }
Before me, a notary public, on this day personally appeared David
McCune, known to me to be the person whose name is subscribed to the foregoing
document and, being by me first duly sworn, declared that the statements therein
contained are true and correct.
Given under my hand and official seal of office on the 1st day of May,
2000.
/S/ Glynda C. Boyd
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Notary Public
in and for the State of Texas
My commission expires: March 24, 2001
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