FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 26 1998
No. C3842-1998
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
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OF
UCAN, INC.
FIRST: The name of the corporation is:
UCAN, INC.
SECOND: Its registered office in the state of Nevada is located at
6767 W. Tropicana Ave., Suite 207, Las Vegas, Nevada 89103 that this
Corporation may maintain an office, or offices, in such other place within or
without the State of Nevada as may be from time to time designated by the Board
of Directors, or by the By-Laws of said Corporation, and that this Corporation
may conduct all Corporation business of every kind and nature, including the
holding of all meetings of Directors and Stockholders, outside the State of
Nevada as well as within the State of Nevada.
THIRD: The objects for which this Corporation is formed are: To
engage in any lawful activity, including but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred
upon corporations any by existing law.
(B) May at any time exercise such rights, privileges and powers, when
not inconsistent with the purposes and objects for which this corporation is
organized.
(C ) Shall have power to have succession by its corporate name for the
period limited in its certificates or Articles of Incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and to be sued in any court of law or
equity.
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(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take same devise or bequest in the State of Nevada, or in any other state,
territory or country.
(G) Shall have power to appoint such officers and agents as the affairs
of the Corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not consistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and holding of
meetings of its shareholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of the seal or stamp by the Corporation on any
corporate documents is not necessary. The Corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in any way affect the legality
of the document.
(K) Shall have power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
rights, privileges or franchises, or any other lawful purpose of its
incorporation: to issue bonds, promissory notes, bills of exchange, debentures
and other obligations and evidences of indebtedness, payable at a specified time
or times, or payable upon the happening of a specific event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or
in payment for property purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds securities or evidences of the indebtedness created by,
any other corporation or corporations of the State of Nevada, or any other state
or government, and while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote , if any.
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(M) Shall have power to purchase, hold, sell and transfer shares of its
capital stock, and use therefore its capital, capital surplus, surplus, or other
property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold , purchase, mortgage and convey real and personal property in the State of
Nevada, and in any other of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(0) Shall have power to do all and everything necessary and proper for
the accomplishment of the objects enumerated in its certificate or Articles of
Incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the Corporation and in general, to carry on any lawful
business necessary or incidental to the attainment of the objects of the
Corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or Articles of Incorporation of the Corporation, or
any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with the lawful activities as may be allowed by
law.
FOURTH: That the total number of common stock shares authorized
that may be issued by the Corporation is TWENTY-FIVE THOUSAND (25,000) shares of
stock without nominal or par value. Said shares may be issued by the
Corporation from time to time for such considerations as may be fixed by the
Board of Directors.
FIFTH: 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 a manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name and address of the first Board of Directors, which shall be
one (1) in number, is as follows.
NAME ADDRESS
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Paul W. Andre 6767 W. Tropicana Ave., Suite 207
Las Vegas, Nevada 89103
SIXTH: 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.
SEVENTH: The name and address of the Incorporator signing the
Articles of Incorporation is as follows:
NAME ADDRESS
Paul W. Andre 6767 W. Tropicana Ave., Suite 207
Las Vegas, Nevada 89103
EIGHTH: The Resident Agent for this corporation shall be:
SAVOY FINANCIAL GROUP, INC.
The address of said agent, and the registered or statutory address of this
corporation in the State of Nevada, shall be:
6767 W. Tropicana Ave., Suite 207
Las Vegas, Nevada 89103
NINTH: The corporation is to have perpetual existence.
TENTH: In furtherance and not in limitation of the owners
conferred by statue, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in: to authorize and cause to be executed, mortgages and
liens upon the real and personal, property of this corporation.
By resolution passed by a majority of the whole Board of Directors, to
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation, which, to the extent provided in the
resolution, or in the By-Laws of the
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Corporation, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation, Such committee,
or committees, shall have such name, or names, as may be stated in the By-Laws
of the Corporation, or as may be determined from time to time by resolution
adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for that purpose, or when authorized by
the written consent of the holders of at least a majority of the voting stock
issued and outstanding, the Board of Directors shall have the power and
authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its goodwill and its corporate franchises,
upon such terms and conditions as its Board of Directors deems expedient and for
the best interests of the Corporation.
ELEVENTH: No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible may be issued or disposed of by the Board of Directors to
such persons and on such terms as in its discretion it shall deem advisable.
TWELFTH: No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders for damages for
breach of fiduciary duty as a director or officer involving any act or omission
of any such director or officer; provided, however, that the foregoing provision
shall not eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or a knowing violation
of law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statues, Any repeal or modification of this Article by the
Stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for the acts or omissions prior to such repeal or
modification.
THIRTEENTH: 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 by statute, or by the Articles of
Incorporation and all rights conferred upon. Stockholders herein are granted
subject to this reservation.
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1, 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, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein are true, and accordingly have
hereunto set my hand this 13 day of February, 1998.
/s/ Paul W. Andre
Paul W. Andre
On this 13th day February, 1998, before me, Lynn Ann Tucker a Notary
Public, personally appeared Paul W. Andre, personally known to me to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by his signature
on this instrument the person, or entity upon behalf of which the person acted,
executed this instrument.
LYNN ANN TUCKER WITNESS my hand and official seal.
Notary Public - Nevada
No. 93-4646-1 /s/ LYNN ANN TUCKER
My appt. exp. Oct. 11, 2001 Notary Public
(Notarial Seal)
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
I, Savoy Financial Group, Inc. hereby accept appointment as Resident Agent
of UCAN, INC. the previously named Corporation.
/s/ PAUL W. ANDRE President 2-13-98
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