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ARTICLES OF INCORPORATION
OF
BIDBAY.COM, INC.
The undersigned natural person of the age of
eighteen (18) years or more, acting as incorporator under the
provisions of Title 7, Chapter 78 of the Nevada Revised Statutes,
and acts amendatory thereto (hereinafter sometimes referred to as
the "General Corporation Law of the State of Nevada") adopts the
following Articles of Incorporation:
ARTICLE I
NAME OF CORPORATION
The name of this corporation is BidBay.com, Inc. (the
"corporation").
ARTICLE II
RESIDENT AGENT
The name and address of the corporation's initial
resident agent in the State of Nevada is Lucille K. Marley, 2920
South National, Pahrump, NV 89048.
ARTICLE III
SHARES
The aggregate number of shares which the corporation is
authorized to issue is one hundred ten million (110,000,000) with
one hundred million (100,000,000) being common shares and ten
million (10,000,000) being preferred shares, and with each share,
both common and preferred, having a par value of one thousandth
dollar ($.001). The corporation is authorized to issue more than
one class or series of stock, and the Board of Directors' of the
corporation, in accordance with Section 78.195 of the General
Corporation Law of the State of Nevada, is vested with authority
to prescribe the price, classes, series, and the number of each
class or series of stock and the voting powers, designations,
preferences, limitations, restrictions, and relative rights of
each class or series of stock. The corporation shall have one or
more classes or series of stock that together (a) have unlimited
voting rights and (b) are entitled to receive the net assets of
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the corporation upon dissolution. All shares of stock shall be
fully paid and nonassessable.
ARTICLE IV
GOVERNING BOARD
The governing board of the corporation shall be known
as the Board of Directors, and a member of the governing board
shall be known as a director. The number of directors shall be
as prescribed by the Bylaws and may, from time to time, be
increased or decreased in such manner as shall be prescribed by
the Bylaws of the corporation, provided that the number of
directors shall never be less than one (1). Each director shall
be as least 18 years of age. The number of members of the first
Board of Directors shall be three (3). The names and addresses
of the initial directors are as follows:
George Tannous
9925 Commerce Ave.
Tujunga, CA 91042
Yvonne Van Hoek
9925 Commerce Ave.
Tujunga, CA 91042
Wester Cooley
25550 Walker Road
Bend, OR 97701
During the period between election of directors by the
shareholders entitled to vote, all vacancies, including vacancies
caused by an increase in the number of directors and including
vacancies resulting from the removal of directors by the
shareholders entitled to vote which are not filled by the
shareholders, may be filled by the remaining directors, though
less than a quorum. With respect to the election of directors by
the shareholders, no cumulative voting shall be permitted.
ARTICLE V
PURPOSE
The corporation is organized to engage in any lawful
act or activity for which corporations may be organized under the
General Corporation Law of the State of Nevada.
ARTICLE VI
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LIMITATION ON LIABILITY
Within the meaning of and in accordance with Section
78.037 of the General Corporation Law of the State of Nevada:
(1) No director or officer of the corporation shall be
personally liable to the corporation or its shareholders for
damages for any action taken or any failure to take any action as
a director, except as provided in this Article V.
(2) The limitation of liability contemplated in this
Article V shall not extend to (a) acts or omissions which involve
misconduct, fraud, or knowing violation of law; or (b) payment or
distribution in violation of Section 78.300 of the General
Corporation Law of the State of Nevada.
(3) Any repeal or modification of this Article V by the
shareholders of the corporation shall not adversely affect any
right or protection of a director of the corporation existing at
the time of such repeal or modification.
(4) Without limitation, this Article V shall be applied and
interpreted and shall be deemed to incorporate any provisions of
the General Corporation Law of the State of Nevada, as the same
exist or may hereafter be amended, as well as any applicable
interpretation of Nevada law, so that personal liability of
directors and officers of the corporation to the corporation or
its shareholders, or, to any third person, shall be eliminated or
limited to the fullest extent as from time to time permitted by
Nevada law.
ARTICLE VII
SIGNATURE OF INCORPORATOR
The name and address of the incorporator signing these
Articles of Incorporation is as follows:
Name Address
Gary R. Henrie 215 South State, 12th Floor
Salt Lake City, Utah 84111
INCORPORATOR
/s/ Gary R. Henrie
_________________________________
Gary R. Henrie
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ARTICLE VIII
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
I, Lucille K. Marley, hereby accept appointment as
Resident Agent for the above named corporation.
/s/ Lucille K. Marley
_____________________________________________
Signature of Resident Agent
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