Exhibit 3.1 Page E-5
State of Florida
Seal
Department of State
I certify the attached is a true and correct copy of the Articles of
Incorporation of CROWN INTERNATIONAL, INC., a Florida corporation filed on
December 6, 1996, as shown by the records of this office.
The document number of this corporation is P96000099158.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this the
Ninth day of December, 1996
GREAT SEAL OF THE STATE OF FLORIDA /s/ Sandra B. Mortham
seal Sandra B. Mortham
IN GOD WE TRUST Secretary of State
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Page E-6
ARTICLES OF INCORPORATION
OF
CROWN INTERNATIONAL, INC.
The undersigned, acting as incorporator of a corporation under the Florida
Business Corporation Act, adopts the following Articles of Incorporation for
such
corporation:
ARTICLE I
----------
The name of the corporation is: CROWN INTERNATIONAL, INC.
ARTICLE 11
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The period of duration of the corporation is perpetual.
ARTICLE III
------------
The purpose or purposes for which the corporation is organized is to engage
in any type of activity, within or without the United States which is lawful
under the laws of the United States and the State of Florida.
ARTICLE IV
-----------
The street address of the initial principal office of the corporation and
the mailing address of the corporation is: 1085 Tamarind Way, S.W., Boca Raton,
Florida 33486.
[GRAPHIC OMITED]
Stamp FILED
Dec.6/96 11:55am
Secretary of State Florida
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Page E-7
ARTICLE V
----------
The total authorized capital stock of this Corporation shall consist of
Fifty Million (50,000,000) shares of voting common stock, having a par value of
$.001 each, amounting in the aggregate to Fifty Thousand Dollars ($50,000.00).
AJI stock when issued shall be fully paid for and shall be nonassessable and
shares of the Corporation are not to be divided into classes.
The holders of the outstanding capital stock shall be entitled to receive,
when and as declared by the Board of Directors, dividends payable either in
cash, in property, or in shares of the capital stock of the corporation. In any
event, dividends on the common stock of this corporation shall have no
cumulative rights whatsoever and dividends will not accumulate if the Directors
do not declare dividends, whether or not there is a surplus available to the
Board of Directors for the payment of dividends.
Each shareholder of this corporation shall have one vote per share of
issued and outstanding shares.
ARTICLE V1
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The street address of the initial registered office of this Corporation is
1085 Tamarind Way, S.W., Boca Raton, Florida 33486. The initial registered agent
of this Corporation is: LEDYARD H. DEWEES.
ARTICLE VII
------------
This Corporation shall have up to five (5) Directors, under such terms and
conditions as shall be specified in the By-laws.
2
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Page E-8
ARTICLE VIII
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The name and address of the person signing these Articles as the
incorporator is:
Ledyard H. DeWees
1085 Tamarind Way, S.W.
Boca Raton, Florida 33486.
ARTICLE IX
-----------
The power to adopt, alter, amend or repeal By-laws shall be vested in the
Board of Directors.
ARTICLE X
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The Shareholders of this corporation shall not have preemptive rights to
acquire the corporation's unissued shares.
ARTICLE XII
------------
The shareholders shall have the absolute power to adopt, amend, alter,
change or appeal these Articles of Incorporation when proposed and approved at a
stockholder's meeting with not less than a majority vote of the issued and
outstanding common stock.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 5th day of December, 1996.
By: /s/ Ledyard H. Dewees
--------------------------
LEDYARD H. DEWEES
INCORPORATOR
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Page E-9
CERTIFICATE OF DESIGNATION
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REGISTERED AGENT/REGISTERED OFFICE
----------------------------------
Pursuant to the provisions of Sections 607.0501 or 617.0501, Florida
Statutes, the undersigned corporation, organized under the laws of the State of
Florida, submits the following statement in designating the registered
office/registered agent, in the State of Florida.
1. The name of the corporation is: CROWN INTERNATIONAL, INC.
2. The name and address of the registered agent and office is:
LEDYARD H. DEWEES
1085 Tamarind Way, S.W.
Boca Raton, Florida 33486
HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE
ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY
ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I
FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE
PROPER AND COMPLETE PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND ACCEPT
THE OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.
By: /s/ Ledyard H. Dewees
--------------------------
LEDYARD H. DEWEES
December 5, 1996
STAMP FILED
Dec. 6 / 96 11:55 am
Secretary Of State
Tallahassee Florida
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