ARTICLES OF INCORPORATION
OF
BOWLIN TRAVEL CENTERS, INC.
1. The name of the Corporation is Bowlin Travel Centers, Inc.
2. It principal office in the State of Nevada is located at 6100 Neil Road,
Suite 500, Reno, Washoe County, Nevada 89511. The name and address of its
resident agent is the Corporation Trust Company of Nevada, at 6100 Neil Road,
Suite 500, Reno, Washoe County, Nevada 89511.
3. The purpose for which the Corporation is organized is the transaction of
any and all lawful activities for which corporations may be incorporated under
the laws of the State of Nevada, as the same may be amended from time to time.
4. The total authorized capital stock of the Corporation is Ten Million
(10,000,000) shares of common stock, $.001 par value per share ("Common Stock")
and One Million (1,000,000) shares of preferred stock, $.001 par value per share
("Preferred Stock"). Such shares may be issued by the Corporation from time to
time for such consideration as may be fixed by the Board of Directors.
As to the Preferred Stock of the Corporation, the power to issue any
shares of Preferred Stock of any class or any series of any class and
designations, voting powers, preferences, and relative participating, optional
or other rights, if any, or the qualifications, limitations, or restrictions
thereof, shall be determined by the Board of Directors.
5. The capital stock of the Corporation shall have no pre-emptive rights
except as set forth in any Certificate of Designation filed with the Nevada
Secretary of State by the Corporation.
6. The governing board of this Corporation shall be known as directors, and
the number of directors may from time to time be increased up to five (5) or
decreased in such manner as shall be provided by the Bylaws of this Corporation.
The first Board of Directors shall consist of three (3) directors.
The name and mailing address of the initial directors, each of whom is to
serve until his successor is elected and qualified, are:
Name Post Office Address
---- -------------------
Michael L. Bowlin 150 Louisiana N.E.
Albuquerque, NM 87108
C. Christopher Bess 150 Louisiana N.E.
Albuquerque, NM 87108
William J. McCabe 150 Louisiana N.E.
Albuquerque, NM 87108
7. 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.
8. The name and post office address of the incorporator signing the
Articles of Incorporation are as follows:
Name Post Office Address
---- -------------------
Joel J. Agena 40 N. Central Avenue, Suite 2700
Phoenix, AZ 85004
9. The Corporation is to have perpetual existence.
10. The fiscal year of the Corporation shall initially end on October 31
and begin on November 1 of each year; provided, however, that such date may be
changed from time to time as determined by the Board of Directors to be in the
best interest of the Corporation.
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11. Meetings of stockholders may be held within or without the State of
Nevada, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the Nevada statutes or the rules and
regulations promulgated thereunder) outside 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.
12. To the fullest extent permitted by the laws of the State of Nevada, as
the same exist or may hereinafter be amended, no director or officer of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director or officer;
provided, however, that nothing contained herein shall eliminate or limit the
liability of a director or officer of the Corporation to the extent provided by
applicable laws (i) for acts or omissions which involve intentional misconduct,
fraud or knowing violation of law or (ii) for authorizing the payment of
dividends in violation of Nevada Revised Statutes Section 78.300. The limitation
of liability provided herein shall continue after a director or officer has
ceased to occupy such position as to acts or omissions occurring during such
director's or officer's term or terms of office. No repeal, amendment or
modification of Section 78.300, whether direct or indirect, shall eliminate or
reduce its effect with respect to any act or omission of a director or officer
of the Corporation occurring prior to such repeal, amendment or modification.
13. The Corporation shall indemnify, defend or hold harmless any person who
incurs expenses, claims, damages or liability by reason of the fact that he or
she is, or was, an officer or director of the Corporation, to the fullest extent
allowed pursuant to Nevada law.
14. Pursuant to Nevada Revised Statutes Section 78.378, the Corporation
elects not to be governed by the provisions of Nevada Revised Statutes Sections
78.378 to 78.3793, inclusive, as the same may be amended from time to time; and
further, pursuant to Nevada Revised Statutes Section 78.434, the Corporation
elects not to be governed by the provisions of Nevada Revised Statutes Sections
78..411 to 78.444, inclusive, as the same may be amended from time to time.
15. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation or in the Bylaws of
the Corporation, in the manner now or hereafter previously prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to reservation.
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THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a Corporation pursuant to the General Corporation Law of the State of
Nevada, does 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 8th day of August, 2000.
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Joel J. Agena
STATE OF ARIZONA )
)ss.
COUNTY OF MARICOPA )
On this 8th day of August, 2000, before me, a Notary Public, personally
appeared Joel J. Agena who acknowledged that he executed the above instrument.
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Notary Public
My Commission Expires:
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I, ____________________, hereby accept appointment as Resident Agent for the
above named corporation.
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Signature of Resident Agent Date
