ARTICLES OF INCORPORATION
OF
THE FURNISHING CLUB
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, being at least eighteen (18) years of age and
acting as the incorporator of the Corporation hereby being formed under and
pursuant to the laws of the State of Nevada, does hereby certify that:
Article I - NAME
The exact name of this corporation is:
THE FURNISHING CLUB
Article II - REGISTERED OFFICE AND RESIDENT AGENT
The registered office and place of business in the State of Nevada
of this corporation shall be located at 1850 E. Flamingo Rd., Suite 111, Las
Vegas, Nevada. The resident agent of the corporation is DONALD J.
STOECKLEIN, whose address is 1850 E. Flamingo Rd., Suite 111, Las Vegas,
Nevada 89119.
Article III - DURATION
The Corporation shall have perpetual existence.
Article IV - PURPOSES
The purpose, object and nature of the business for which this
corporation is organized are:
(a) To engage in any lawful activity, (b) To carry on such
business as may be necessary, convenient, or desirable to accomplish the
above purposes, and to do all other things incidental thereto which are
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not forbidden by law or by these Articles of Incorporation.
Article V - POWERS
This Corporation is formed pursuant to Chapter 78 of the Nevada Revised
Statutes. The powers of the Corporation shall be those powers granted by
78.060 and 78.070 of the Nevada Revised Statutes under which this corporation
is formed. In addition, the corporation shall have the following specific
powers:
(a) To elect or appoint officers and agents of the corporation and
to fix their compensation; (b) To act as an agent for any individual,
association, partnership, corporation or other legal entity; (c) To
receive, acquire, hold, exercise rights arising out of the ownership or
possession thereof, sell, or otherwise dispose of, shares or other
interests in, or obligations of, individuals, association, partnerships,
corporations, or governments; (d) To receive, acquire, hold, pledge,
transfer, or otherwise dispose of shares of the corporation, but such
shares may only be purchased, directly or indirectly, out of earned
surplus; (e) To make gifts or contributions for the public welfare or
for charitable, scientific or educational purposes.
Article VI - CAPITAL STOCK
Section 1. Authorized Shares. The total number of shares which
this corporation is authorized to issue is 20,000,000 shares of Common
Stock of $.001 par value and 5,000,000 shares of Preferred Stock of
$.001 par value. The authority of the Corporation to issue non-voting
convertible and/or non-voting non-convertible preferred shares together
with additional classes of shares may be limited by resolution of the
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Board of Directors of the Corporation. Preferred shares and additional
classes of shares may be issued from time to time as the Board of
Directors may determine in their sole judgment and without the necessity
of action by the holders of Shares.
Section 2. Voting Rights of Stockholders. Each holder of the
Common Stock shall be entitled to one vote for each share of stock
standing in his name on the books of the corporation.
Section 3. Consideration for Shares. The Common Stock shall be
issued for such consideration, as shall be fixed from time to time by
the Board of Directors. In the absence of fraud, the judgment of the
Directors as to the value of any property or services received in full
or partial payment for shares shall be conclusive. When shares are
issued upon payment of the consideration fixed by the Board of
Directors, such shares shall be taken to be fully paid stock and shall
be non-assessable. The Articles shall not be amended in this
particular.
Section 4. Stock Rights and Options. The corporation shall have
the power to create and issue rights, warrants, or options entitling the
holders thereof to purchase from the corporation any shares of its
capital stock of any class or classes, upon such terms and conditions
and at such times and prices as the Board of Directors may provide,
which terms and conditions shall be incorporated in an instrument or
instruments evidencing such rights. In the absence of fraud, the
judgment of the Directors as to the adequacy of consideration for the
issuance of such rights or options and the sufficiency thereof shall be
conclusive.
Article VII - MANAGEMENT
For the management of the business, and for the conduct of the affairs
of the corporation, and for the future definition, limitation, and regulation
of the powers of the corporation and its directors and stockholders, it is
further provided:
Section 1. Size of Board. The initial number of the Board of
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Directors shall be one (1). Thereafter, the number of directors shall
be as specified in the Bylaws of the corporation, and such number may
from time to time be increased or decreased in such manner as prescribed
by the Bylaws. Directors need not be stockholders.
Section 2. Powers of Board. In furtherance and not in limitation
of the powers conferred by the laws of the State of Nevada, the Board of
Directors is expressly authorized and empowered:
(a) To make, alter, amend, and repeal the Bylaws subject to the
power of the stockholders to alter or repeal the Bylaws made by the
Board of Directors;
(b) Subject to the applicable provisions of the Bylaws then in
effect, to determine, from time to time, whether and to what extent, and
at what times and places, and under what conditions and regulations, the
accounts and books of the corporation, or any of them, shall be open to
stockholder inspection. No stockholder shall have any right to inspect
any of the accounts, books or documents of the corporation, except as
permitted by law, unless and until authorized to do so by resolution of
the Board of Directors or of the stockholders of the Corporation;
(c) To authorize and issue, without stockholder consent,
obligations of the Corporation, secured and unsecured, under such terms
and conditions as the Board, in its sole discretion, may determine, and
to pledge or mortgage, as security therefore, any real or personal
property of the corporation, including after-acquired property;
(d) To determine whether any and, if so, what part of the earned
surplus of the corporation shall be paid in dividends to the
stockholders, and to direct and determine other use and disposition of
any such earned surplus;
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(e) To fix, from time to time, the amount of the profits of the
corporation to be reserved as working capital or for any other lawful
purpose;
(f) To establish bonus, profit-sharing, stock option, or other
types of incentive compensation plans for the employees, including
officers and directors, of the corporation, and to fix the amount of
profits to be shared or distributed, and to determine the persons to
participate in any such plans and the amount of their respective
participations.
(g) To designate, by resolution or resolutions passed by a
majority of the whole Board, one or more committees, each consisting of
two or more directors, which, to the extent permitted by law and
authorized by the resolution or the Bylaws, shall have and may exercise
the powers of the Board;
(h) To provide for the reasonable compensation of its own members
by Bylaw, and to fix the terms and conditions upon which such
compensation will be paid;
(i) In addition to the powers and authority hereinbefore, or by
statute, expressly conferred upon it, the Board of Directors may
exercise all such powers and do all such acts and things as may be
exercised or done by the corporation, subject, nevertheless, to the
provisions of the laws of the State of Nevada, of these Articles of
Incorporation, and of the Bylaws of the corporation.
Section 3. Interested Directors. No contract or transaction
between this corporation and any of its directors, or between this
corporation and any other corporation, firm, association, or other legal
entity shall be invalidated by reason of the fact that the director of
the corporation has a direct or indirect interest, pecuniary or
otherwise, in such corporation, firm, association, or legal entity, or
because the interested director was present at the meeting of the Board
of Directors which acted upon or in reference to such contract or
transaction, or because he participated in such action, provided that:
(1) the interest of each such director shall have been disclosed to or
known by the Board and a disinterested majority of the Board shall have,
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nonetheless, ratified and approved such contract or transaction (such
interested director or directors may be counted in determining whether a
quorum is present for the meeting at which such ratification or approval
is given); or (2) the conditions of N.R.S. 78.140 are met.
Section 4. Name and Address. The name and post office address of
the first Board of Directors which shall consist of one (1) person who
shall hold office until her successors are duly elected and qualified,
are as follows:
NAME ADDRESS
Hue Do 7386 Cobble Field St.
Las Vegas, NV 89123
Article VIII - PLACE OF MEETING; CORPORATE BOOKS
Subject to the laws of the State of Nevada, the stockholders and the
directors shall have power to hold their meetings, and the directors shall
have power to have an office or offices and to maintain the books of the
Corporation outside the State of Nevada, at such place or places as may from
time to time be designated in the Bylaws or by appropriate resolution.
Article IX - AMENDMENT OF ARTICLES
The provisions of these Articles of Incorporation may be amended,
altered or repealed from time to time to the extent and in the manner
prescribed by the laws of the State of Nevada, and additional provisions
authorized by such laws as are then in force may be added. All rights herein
conferred on the directors, officers and stockholders are granted subject to
this reservation.
Article X - INCORPORATOR
The name and address of the incorporator signing these Articles of
Incorporation are as follows:
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NAME POST OFFICE ADDRESS
Debra K. Amigone 2620 So. Maryland Pkwy #195
Las Vegas, NV 89109
Article XI - LIMITED LIABILITY OF OFFICERS AND DIRECTORS
Except as hereinafter provided, the officers and directors of the
corporation shall not be personally liable to the corporation or its
stockholders for damages for breach of fiduciary duty as a director or
officer. This limitation on personal liability shall not apply to acts or
omissions which involve intentional misconduct, fraud, knowing violation of
law, or unlawful distributions prohibited by Nevada Revised Statutes Section
78.300.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 21st day of March, 2000.
/s/ Debra Amigone
_________________________________
Debra K. Amigone
STATE OF NEVADA )
) ss:
COUNTY OF CLARK )
On March 21, 2000, personally appeared before me, a Notary Public,
Debra K. Amigone, who acknowledged to me that she executed the foregoing
Articles of Incorporation.
/s/ Jenni Ferrante
_______________________________
NOTARY PUBLIC
