ARTICLES OF INCORPORATION
IMPORT DYNAMICS, INC.
WE, THE UNDERSIGNED NATURAL PERSONS OF THE AGES OF TWENTY-ONE (21) OR
MORE, ACTING AS INCORPORATIONS OF A CORPORATION UNDER THE GENERAL CORPORATION
LAW OF NEVADA, ADOPT THE FOLLOWING ARTICLES OF INCORPORATION:
ARTICLE I
NAME: THE NAME OF THE CORPORATION IS IMPORT DYNAMICS, INC.
ARTICLE II
REGISTERED OFFICE AND AGENT: THE ADDRESS OF THE CORPORATION'S
PRINCIPAL OFFICE IS 2050 ELLIS WAY, IN THE CITY OF ELKO, COUNTY OF ELKO, STATE
OF NEVADA. THE INITIAL AGENT FOR SERVICE OF PROCESS AT THAT ADDRESS WILL BE
GATEWAY ENTERPRISES, INC.
ARTICLE III
PURPOSE. THE PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED ARE TO
ENGAGE IN ANY ACTIVITY OR BUSINESS NOT IN CONFLICT WITH THE LAWS OF THE STATE
OF NEVADA OR OF THE UNITED STATES OF AMERICA, AND WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SPECIFICALLY:
1. TO HAVE AND TO EXERCISE ALL THE POWERS NOW OR HEREAFTER CONFERRED BY
THE LAWS OF THE STATE OF NEVADA UPON CORPORATIONS ORGANIZED PURSUANT TO THE
LAWS UNDER WHICH THE CORPORATION IS ORGANIZED AND ANY AND ALL ACTS AMENDATORY
THEREOF AND SUPPLEMENTAL THERETO.
2. TO DISCOUNT AND NEGOTIATE PROMISSORY NOTES, DRAFTS, BILL OF EXCHANGE
AND OTHER EVIDENCE OF DEBTS, AND TO COLLECT FOR OTHERS MONEY DUE THEM ON
NOTES, CHECKS, DRAFTS, BILL OF EXCHANGE, COMMERCIAL PAPER AND OTHER EVIDENCE
OF INDEBTEDNESS.
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3. TO PURCHASE OR OTHERWISE ACQUIRE, OWN, HOLD, LEASE, SELL, EXCHANGE,
ASSIGN, TRANSFER, MORTGAGE, PLEDGE, OR OTHERWISE DISPOSE OF, TO GUARANTY, TO
INVEST, TRADE, AND DEAL IN AND WITH PERSONAL PROPERTY OF EVERY CLASS AND
DESCRIPTION.
4. TO ENTER INTO ANY KIND OF CONTRACT OR AGREEMENT, COOPERATIVE OR
PROFIT SHARING PLAN WITH ITS OFFICERS OR EMPLOYEES THAT THE CORPORATION MAY
DEEM ADVANTAGEOUS OR EXPEDIENT OR OTHERWISE TO REWARD OR PAY SUCH PERSONS FOR
THEIR SERVICES AS THE DIRECTORS MAY DEEM FIT.
5. TO PURCHASE, LEASE, OR OTHERWISE ACQUIRE, IN WHOLE OR IN PART, THE
BUSINESS, THE GOOD WILL, RIGHTS, FRANCHISES AND PROPERTY OF EVERY KIND, AND TO
UNDERTAKE THE WHOLE OR ANY PART OF THE ASSETS OR LIABILITIES, OF ANY PERSON,
FIRM, ASSOCIATION, NON-PROFIT OR PROFIT CORPORATION, OR OWN PROPERTY NECESSARY
OR SUITABLE FOR ITS PURPOSES, AND TO PAY THE SAME IN CASH, IN THE STOCKS OR
BONDS OF THIS COMPANY OR OTHERWISE, TO HOLD OR IN ANY MANNER DISPOSE OF THE
WHOLE OR ANY PART OF THE BUSINESS OR PROPERTY SO ACQUIRED AND TO EXERCISE ALL
OF THE POWERS NECESSARY OR INCIDENTAL TO THE CONDUCT OF SUCH BUSINESS.
6. TO LEND OR BORROW MONEY AND TO NEGOCIATE AND MAKE LOANS, EITHER ON
ITS OWN ACCOUNT OR AS AGENT, OR BROKER FOR OTHERS.
7. TO ENTER INTO, MAKE, PERFORM AND CARRY OUT CONTRACTS OF EVERY KIND
FOR ANY LAWFUL PURPOSE, WITHOUT LIMITS AS TO AMOUNT WITH ANY PERSON, FIRM,
ASSOCIATION, COOPERATIVE PROFIT OR NON-PROFIT CORPORATION, MUNICIPALITY, STATE
OR GOVERNMENT OR ANY SUBDIVISION, DISTRICT OR DEPARTMENT THEREOF.
8. TO BUY, SELL, EXCHANGE, NEGOTIATE, OR OTHERWISE DEAL IN, OR
HYPOTHECATE SECURITIES, STOCKS, BONDS, DEBENTURES, MORTGAGES, NOTES OR OTHER
COLLATERALS OR SECURITIES, CREATED OR ISSUED BY ANY CORPORATION WHEREVER
ORGANIZED INCLUDING THIS CORPORATION, WITHIN SUCH LIMITS AS MAY BE PROVIDED BY
LAW, AND WHILE OWNER OF ANY SUCH STOCKS OR OTHER COLLATERALS TO EXERCISE ALL
RIGHTS, POWERS AND PRIVILEGES OF OWNERSHIP, INCLUDING THE RIGHT TO VOTE THE
SAME; TO SUBSCRIBE FOR STOCK OF ANY CORPORATION TO BE ORGANIZED, OTHER THAN TO
PROMOTE THE ORGANIZATION THEREOF.
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9. TO PURCHASE OR OTHERWISE ACQUIRE, OWN, HOLD, LEASE, SELL, EXCHANGE,
ASSIGN, TRANSFER, MORTGAGE, PLEDGE, LICENSE, OR OTHERWISE DISPOSE OF ANY
LETTERS, PATENTS, COPYRIGHTS, OR TRADEMARKS OF EVERY CLASS AND DESCRIPTION.
10. TO DO ANY AND ALL OTHER ACTS, THINGS, BUSINESS OR BUSINESSES IN ANY
MANNER CONNECTED WITH OR NECESSARY, INCIDENTAL, CONVENIENT OR AUXILIARY TO DO
ANY OF THESE OBJECTS HEREINBEFORE, ENUMERATED, OR CALCULATED, DIRECTLY OR
INDIRECTLY, TO PROMOTE THE INTEREST OF THE CORPORATION; AND IN CARRYING ON ITS
PURPOSES, OR FOR THE PURPOSE OF OBTAINING OR FURTHERING ANY OF ITS BUSINESS,
TO DO ANY AND ALL ACTS AND THINGS, AND TO EXERCISE ANY AND ALL OTHER POWERS
WHICH A CO-PARTNER OR NATURAL PERSON COULD DO OR EXERCISE, AND WHICH NOW OR
HEREAFTER MAY BE AUTHORIZED BY LAW, HERE AND IN ANY OTHER PART OF THE WORLD.
11. THE SEVERAL CLAUSES CONTAINED IN THIS STATEMENT OF POWERS SHALL BE
CONSTRUED AS BOTH PURPOSES AND POWERS. AND THE STATEMENTS CONTAINED IN EACH
OF THESE CLAUSES SHALL BE IN NO WAY LIMITED OR RESTRICTED, BY REFERENCE OR TO
INFERENCE FROM, THE TERMS OF ANY OTHER CLAUSES, BUT SHALL BE REGARDED AS
INDEPENDENT FROM, THE TERMS OF ANY OTHER CLAUSES, BUT SHALL BE REGARDED AS
INDEPENDENT PURPOSES AND POWERS; AND NO RECITATIONS, EXPRESSION OR DECLARATION
OF SPECIFIC OR SPECIAL POWERS OR PURPOSES HEREIN ENUMERATED SHALL BE DEEMED TO
BE EXCLUSIVE; BUT IS HEREBY EXPRESSLY DECLARED THAT ALL OTHER LAWFUL POWERS
NOT INCONSISTENT HEREWITH, ARE HEREBY INCLUDED.
ARTICLE V
STOCK. THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL
HAVE AUTHORITY TO ISSUE IS 200,000,000 SHARES AT TA PAR VALUE OF .00001 PER
SHARE. ALL STOCK WHEN ISSUED SHALL BE FULLY PAID AND NON-ASSESSABLE.
NO HOLDER OF SHARES OF COMMON STOCK OF THE CORPORATION SHALL BE
ENTITLED, AS SUCH, TO ANY PREEMPTIVE OR PREFERENTIAL RIGHTS TO SUBSCRIBE TO
ANY UNISSUED STOCK OR ANY OTHER SECURITIES WHICH THE CORPORATION MAY NOW OR
THEREAFTER BE AUTHORIZED TO ISSUE. THE BOARD OF DIRECTORS OF THE CORPORATION
MAY, HOWEVER, AT ITS DISCRETION, BY RESOLUTION DETERMINE THAT ANY UNISSUED
SECURITIES OF THE CORPORATION SHALL BE OFFERED FOR SUBSCRIPTION SOLELY TO THE
HOLDERS OF COMMON STOCK OF THE CORPORATION OR SOLELY TO THE HOLDERS OF ANY
CLASS OR CLASSES OF SUCH STOCK, IN SUCH PROPORTIONS BASED ON STOCK OWNERSHIP
AS SAID BOARD AT ITS DISCRETION MAY DETERMINE.
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EACH SHARE OF COMMON STOCK SHALL BE ENTITLED TO ONE VOTE AT
STOCKHOLDERS MEETINGS, EITHER IN PERSON OR BY PROXY. CUMULATIVE VOTING IN
ELECTIONS OF DIRECTORS AND ALL OTHER MATTERS BROUGHT BEFORE STOCKHOLDERS
MEETINGS, WHETHER THEY BE ANNUAL OR SPECIAL, SHALL NOT BE PERMITTED.
ARTICLE VI
STOCKHOLDERS MEETING: MEETINGS OF THE SHAREHOLDERS SHALL BE HELD AT
SUCH PLACE WITHIN OR WITHOUT THE STATE OF NEVADA AS MAY BE PROVIDED BY THE BY-
LAWS OF THE CORPORATION. SPECIAL MEETINGS OF THE SHAREHOLDERS MAY BE CALLED
BY THE PRESIDENT OR ANY OTHER EXECUTIVE OFFICER OF THE CORPORATION, THE BOARD
OF DIRECTORS, OR ANY MEMBER THEREOF, OR BY THE RECORD HOLDER OR HOLDERS OF AT
LEASE TEN PERCENT (10%) OF ALL SHARES ENTITLED TO VOTE AT THE MEETING. ANY
ACTION OTHERWISE REQUIRED TO BE TAKEN AT A MEETING OF THE SHAREHOLDERS, EXCEPT
ELECTION OF DIRECTORS, MAY BE TAKEN WITHOUT A MEETING IF A CONSENT IN WRITING,
SETTING FORTH THE ACTION SO TAKEN, SHALL BE SIGNED BY SHAREHOLDERS HAVING AT
LEASE A MAJORITY OF THE VOTING POWER.
ARTICLE VII
COMMENCING BUSINESS: THE CORPORATION SHALL NOT COMMENCE BUSINESS
UNTIL AT LEAST $1,000.00 HAS BEEN RECEIVED BY IT AS CONSIDERATION FOR THE
ISSUANCE OF SHARES.
ARTICLE VIII
STOCK RIGHTS. THE BOARD OF DIRECTORS SHALL HAVE THE AUTHORITY TO
DETERMINE THE CLASSES AND SERIES OF ANY SUBSEQUENT STOCK ISSUED BY THE
CORPORATION AND THE RIGHT AND PREFERENCES PERTAINING THERETO.
ARTICLE IX
BOARD OF DIRECTORS. A MAJORITY OF THE BOARD OF DIRECTORS SHALL BE
NECESSARY TO CONSTITUTE A QUORUM; AND WHEN SO CONSTITUTED, THE BOARD SHALL BE
AUTHORIZED TO TRANSACT SUCH BUSINESS AS MAY BE DELEGATED TO IT BY THE
STOCKHOLDERS AND WHENEVER THE BOARD OF DIRECTORS SHALL BE SO ASSEMBLED AND ACT
AS A BOARD, EITHER WITHIN OR WITHOUT THE STATE OF NEVADA, ANY ACTION TAKEN
SHALL BE THE ACTION OF THE BOARD OF DIRECTORS AND SHALL BE BINDING UPON THE
CORPORATION, PROVIDED THAT THREE DAYS PRIOR NOTICE, GIVEN EITHER ORALLY OR IN
WRITING, OF THE TIME AND PLACE OF THE MEETING AND OF THE NATURE OF THE
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BUSINESS PROPOSED TO BE TRANSACTED SHALL HAVE BEEN GIVEN TO THE ENTIRE BOARD
OF DIRECTORS, UNLESS SUCH NOTICE BE WAIVED AS HEREINAFTER PROVIDED. ANY
DIRECTOR MAY WAIVE NOTICE OF ANY MEETING; AND IN THE EVENT OF SUCH WAIVER,
NOTICE SHALL BE IN WRITING OR A WRITTEN MEMORANDUM SHALL BE MADE OF AN ORAL
WAIVER OF NOTICE.
ARTICLE X
OFFICERS. THE OFFICERS OF THE CORPORATION SHALL CONSIST OF A BOARD
OF DIRECTORS OF NOT LESS THAN THREE, NOR MORE THAN TWENTY-FIVE. A CHAIRMAN OF
THE BOARD OF DIRECTORS, A PRESIDENT, A VICE-PRESIDENT, A SECRETARY AND A
TREASURER, WHO SHALL PERFORM SUCH DUTIES AND HAVE SUCH AUTHORITY AS USUALLY
PERTAINS TO SUCH OFFICERS OF A CORPORATION OR AS MAY BE PRESCRIBED BY THE
BOARD OF DIRECTORS FROM TIME TO TIME.
QUALIFICATION OF OFFICERS: OFFICERS AND DIRECTORS OF THE CORPORATION
NEED NOT BE RESIDENTS OF THE STATE OF NEVADA AND NEED NOT OWN SHARES OF THE
CORPORATION'S STOCK. THE SECRETARY AND TREASURER MAY, BUT NEED NOT BE, THE
SAME PERSON.
ELECTION. DIRECTORS SHALL BE ELECTED AT THE ANNUAL MEETING OF THE
SHAREHOLDERS, AND THE PERSONS RECEIVING THE HIGHEST NUMBER OF VOTES SHALL BE
DECLARED DULY ELECTED, PROVING SUCH NUMBERS SHALL REPRESENT A MAJORITY OF ALL
VOTES CAST. WITHIN TEN(10) DAYS AFTER THE ELECTION, THE DIRECTORS SHALL MEET
AND ELECT A PRESIDENT, VICE-PRESIDENT, SECRETARY AND TREASURER.
TERM OF OFFICE. THE TERM OF OFFICE OF ALL DIRECTORS AND OFFICERS
SHALL BE ONE YEAR, PROVIDED ALL DIRECTORS AND OFFICERS SHALL HOLD OFFICE UNTIL
THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
RESIGNATION OF OFFICERS. ANY OFFICER OR DIRECTOR MAY RESIGN BY
FILING HIS WRITTEN RESIGNATION WITH THE SECRETARY OF THE CORPORATION, OR IN
THE CASE OF THE SECRETARY, WITH ITS PRESIDENT OF THE CORPORATION AND UPON
ACCEPTANCE THEREOF BY THE BOARD OF DIRECTORS OR IF SUCH BOARD SHALL NEGLECT TO
ACT UPON SUCH RESIGNATION WITHIN FOURTEEN (14) DAYS AFTER RECEIPT, THE
RESIGNATION SHALL BECOME EFFECTIVE AND THE OFFICE SHALL BE DEEMED VACANT.
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REMOVAL OF OFFICERS. ANY OFFICER OR DIRECTOR OF THIS CORPORATION
MAY BE REMOVED AT ANY TIME WITHOUT CAUSE IN THE MANNER PROVIDED BY THE LAWS OF
THE STATE OF NEVADA FOR THE REMOVAL OF SUCH OFFICER OR DIRECTOR, OR BY A
MAJORITY VOTE OF THE OUTSTANDING STOCK OF THE CORPORATION AT ANY SPECIAL
MEETING OF THE STOCKHOLDERS CALLED FOR THAT PURPOSE AS HEREIN PROVIDED.
VACANCIES. IN THE CASE OF DEATH, DISABILITY, OR RESIGNATION OF ANY
OFFICER OR DIRECTOR OF THE COMPANY, THE REMAINING DIRECTORS OR DIRECTOR OF THE
COMPANY, EVEN THOUGH LESS THAN A QUORUM, SHALL FILL VACANCIES FOR THE
UNEXPIRED TERM OR TERMS.
ORIGINAL DIRECTORS. THE NUMBER OF DIRECTORS CONSTITUTING THE
INITIAL BOARD OF DIRECTORS OF THE CORPORATION IS THREE (3), AND THE NAMES AND
ADDRESSES OF THE PERSONS WHO ARE THE INCORPORATORS AND WHO ARE TO SERVE AS
DIRECTORS UNTIL THE FIRST ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR
SUCCESSORS ARE ELECTED AND QUALIFIED ARE:
1. SHIRREL W. HUGHES
2929 HILLSDEN DRIVE, SALT LAKE CITY, UTAH 84117
2. KURTIS D. HUGHES
2323 ARBOR LANE, SALT LAKE CITY, UTAH 84117
3. CATHERINE J. LEAUTUTU
7672 SOUTH 2030 WEST, WEST JORDAN, UTAH 84084
ARTICLE XII
DURATION. THE PERIOD OF DURATION OF THE CORPORATION SHALL BE
PERPETUAL.
ARTICLE XIII
AMENDMENT. THESE ARTICLES OF INCORPORATION, BY VOTE OF NOT LESS
THAN FIFTY PER CENT OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF THE
CORPORATION, MAY BE DEEMED AMENDED IN ANY RESPECT AMENDABLE AT LAW AT ANY
MEETING. A COPY OF THE PROPOSED AMENDMENT SHALL BE GIVEN TO THE STOCKHOLDERS
AS PROVIDED IN ARTICLE VI HEREIN, FOR CALLING AND HOLDING MEETINGS OF THE
STOCKHOLDERS.
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ARTICLE XIV
BY-LAWS. THE BOARD OF DIRECTORS OF THE CORPORATION SHALL HAVE
AUTHORITY TO ADOPT SUCH BY-LAWS AS IN THEIR JUDGMENT MAY BE DEEMED NECESSARY
OR ADVISABLE FOR THE MANAGEMENT AND TRANSACTION OF THE BUSINESS OF THE
CORPORATION PROVIDED THAT SUCH BY-LAWS ARE NOT IN CONFLICT WITH THESE ARTICLES
OF INCORPORATION OR THE CONSTITUTION OF THE STATE OF NEVADA.
IN WITNESS WHEREOF, THE UNDERSIGNED INCORPORATORS HAVE HEREUNTO AFFIXED
THEIR SIGNATURES AT SALT LAKE CITY, UTAH THIS 18TH DAY OF APRIL 1982.
/S/ SHIRRELL W. HUGHES
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/S/ KURTIS D. HUGHES
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/S/ CATHERINE J. LEAUTUTU
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STATE OF UTAH )
:
COUNTY OF SALT LAKE)
I, PAMELA L. ADAMSON, A NOTARY PUBLIC, DO HEREBY CERTIFY THAT SHIRRELL W.
HUGHES, KURTIS D. HUGHES, AND CATHERINE J. LEAUTUTU, DID PERSONALLY APPEAR
BEFORE ME TO AFFIX THEIR SIGNATURES TO THIS DOCUMENT.
/S/ PAMELA E. ADAMSON
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NOTARY PUBLIC
COMMISSION EXPIRES 09-29-85
