Exhibit 1
Form 10-SB
New Horizon Education, Inc.
ARTICLES OF INCORPORATION
OF
HIGH-LINE INVESTMENT DEVELOPMENT COMPANY
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, natural persons of the age of
twenty-one or more, for the purpose of organizing a corporation
pursuant to the Utah Business Corporation Act, do hereby adopt
the following Articles of incorporation For such corporation.
ARTICLE I
Name of Corporation
The name of the corporation is HIGH-LINE INVESTMENT
DEVELOPMENT COMPANY .
ARTICLE II
Existence
The existence of the corporation shall be perpetual unless
dissolved according to law.
ARTICLE III
Purpose
The general nature of the business to he transacted and the
purposes for which the corporation is organized are as follows:
(a) To engage in the purchase and sale or real estate
whether improved or unimproved for renovation of existing
structures, construction of single family dwelling units,
apartment houses, town houses, condominiums, commercial buildings
or any other structures pursuant to a plan of investment and
development, and otherwise buy or sell any and all materials,
machinery, facilities, appliances, products, equipment, or
supplies proper or adapted to be used in or in connection with or
incidental to the purchasing, renovation, construction or sale of
real estate properties; and to do any and all things incidental
thereto, or necessary, expedient, or proper to be done in
connection with the matters and things set out herein.
lease, mortgage, pledge, and otherwise dispose of or encumber any
and all classes of property whatsoever, whether real or personal,
or any interest therein, as principal, agent or broker.
(c) To acquire by purchase, assignment, grant, license or
otherwise, to apply for, secure,
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lease or in any manner obtain to develop, hold, own, use,
exploit, operate, enjoy and introduce, to sell, assign, lease,
mortgage, pledge, grant licenses and rights of all kinds in
respect of, or otherwise dispose of to secure to it the payment
of agreed royalties or other consideration, and generally to deal
in and with and turn to account for any or all purposes, either
For itself or as nominee or agent for others:
(1) Any and all inventions, devices, processes, discoveries
and formulas, and improvements and modifications thereof and
rights and interests therein;
(2) Any and all letters patent or applications for letters
patent of the United States of America or any other country,
state, or locality or authority, and any and all rights,
interests and privileges connected therewith or incidental or
appertaining thereto;
(3) Any and all copyrights granted by the United States or
any other country, State, locality or authority, and any and all
rights, Interests, and privileges connected therewith or
appertaining thereto; and
(4) Any and all trademarks, trade names, trade symbols,
labels, designs and other indicates of origin and ownership
granted by or recognized under the laws of the United States of
America or any other country, state, locality or authority
connected therewith or incidental or appertaining thereto.
(d) To acquire by purchase, subscription, or otherwise, and
to receive, hold, own, guarantee, sell, assign, transfer,
mortgage, pledge or otherwise dispose of or deal in and with any
of the shares of the capital stock, or any voting trust
certificates in respect of the shares of capital stock, script,
warrants, rights, bonds, debentures, notes, trust receipts, and
other securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by any corporations,
joint stock companies, syndicates, associations, firms, trust or
persons, public or private, or by the government, or by any
state, territory, province, municipality or other political
subdivision or by any governmental agency, and as owner thereof
to possess and exercise all the rights, powers and privileges of
ownership, including the right to execute consents and vote
thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and
enhancement in value thereof.
(e) To acquire, and pay for in cash, stock or bonds of this,
corporation or otherwise, and the good will, rights, assets and
property, and to undertake or assume the whole or any part of the
obligations or liability of any person, firm, association or
corporation.
(f) To borrow or raise monies For any of the purposes of the
corporation and, from time to time without limit as to amount, to
draw, make, accept, endorse, execute and issue promissory notes,
drafts, bills of exchange, warrants, bonds, debentures, and other
negotiable or nonnegotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the
interest thereon by mortgage upon or pledge, conveyance or
assignment in trust of the whole or any part of the property of
the corporation, whether at the time owned or thereafter
acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate
purposes.
(g) To loan to any person, firm or corporation any of its
surplus funds, either with or without security.
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(h) To purchase, hold, sell and transfer the shares of its
own capital stock; provided it shall not use its funds or
property for the purchase of its own shares of capital stock when
such use would cause any impairment of its capital except as
otherwise permitted by law, and provided further that shares of
its own capital stock belonging to it shall not be voted upon
directly or indirectly.
(i) To have one or more offices, to carry on all of or any
of its operations and business and without restriction or limit
as to amount, to purchase or otherwise acquire, hold, own,
mortgage, sell, convey or otherwise dispose of, real and personal
property of every class and description in any of the states,
districts, or territories of the United States, in any and all
foreign countries, subject to the laws of such state, district,
territory or country.
(j) To enter into joint ventures and partnerships with
individuals, associations and/or other corporations.
(k) In general, to do any and all things that are
incidental and conducive to the attainment of any above object
and purpose, to the same extent as natural persons might or could
do, which now or hereafter may be authorized by the laws of the
United States and the State of Utah, as the Board of Directors
may deem to the advantage of the corporation.
ARTICLE IV
Capital Stock
The aggregate number of shares which this corporation shall
have authority to issue is 5,000,000 shares of common voting
stock $ .01 par value. All stock of the corporation shall be of
the same class and have the same rights and preferences.
ARTICLE V
Minimum Paid-in Capital
The corporation shall not commence business until
consideration of the value of at least One Thousand Dollars
($1,000.00) has been received by it for the issuance of such
shares.
ARTICLE VI
Registered Office and Agent
The address of this corporation's initial registered office
and the name of its original registered agent at such address is:
Bruce E. Humberstone
351 South State
Spit Lake City, Utah
ARTICLE VII
Initial Board of Directors
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The number of directors constituting the initial Board of
Directors of the corporation is three (3), however, the number of
directors may be increased or decreased as may be provided in the
By-Laws of the corporation, but it may not be decreased to less
than three (3) directors. The names and addresses of persons who
are to serve as directors until the First annual meeting of
shareholders, or until their successors are elected and qualified
are:
NAME ADDRESS
Dale A. Kehl 4235 South 3720 west
Salt Lake City, Utah 84120
Kent M. Wright 2115 Marwood Circle
Salt Lake City, Utah 84117
Edward F. Kehl 4207 South 3760 West
Salt Lake City, Utah 84120
ARTICLE VIII
Officers
Officers of this corporation shall include a president, one
or more vice presidents, a secretary and a treasurer. The
president, vice president or vice presidents, the secretary and
the treasurer shall be elected by the Board of Directors and may,
but need not be, elected from the members of the Board.
ARTICLE IX
Non-Assessability of Stock
Shares of stock of this corporation shall be issued fully
paid and shall be non-assessable for any purpose. The private
property of the stockholders shall not be liable for the debts,
obligations or liabilities of this corporation.
ARTICLE X
Pre-emptive Rights
None of the shareholders of the corporation are entitled to
pre-emptive rights.
ARTICLE XI
Incorporators
The name and address of each incorporator is:
NAME ADDRESS
Dale A. Kehl 4235 South 3720 West
Salt Lake City, Utah 84120
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Kent M. Wright 2115 Marwood Circle
Salt Lake City, Utah
Edward F. Kehl 4207 South 3760 West
Salt Lake City, Utah
ARTICLE XII
Indemnification
Section 1. Any person made a party or involved in any civil,
criminal or administrative action suit, or proceeding by reason
of the fact that he or his testator or intestate is or was
director, officer or employee of the corporation, or of any
corporation which he the testator, or intestate served as such at
the request of the corporation shall be indemnified by the
corporation against expenses reasonable incurred by him or
imposed on him in connection with or resulting from the defense
of such action, suit, or proceeding and in connection with or
resulting from any appeal therein, except with respect to matters
as to which it is adjudged in such action, suit, or proceeding
that such officer, director, or employee was liable to the
corporation, or to such other corporation, for negligence or
misconduct in the performance of his duty. As used herein the
term expense shall include all obligations incurred by such
person for the payment of money, including without limitation
attorney's fees, judgments, awards, fines, penalties, and amounts
paid in satisfaction of judgment or in settlement of any such
action, suit, or proceeding, except amounts paid to the
corporation or such other corporation by him. A judgment or
conviction whether based on plea of guilty or nolocontendre or
its equivalent or after trial shall not of itself be deemed an
adjudication that such director, officer, or employee is liable
to the corporation, or such other corporation, For negligence or
misconduct in the performance of his duties. Determination of the
rights of such indemnification and the amount thereof may be made
at the option of the person to be indemnified pursuant to
procedure set forth from time to time in the By-Laws, or by any
of the following procedures:
(a) order of the court or administrative body or agency
having jurisdiction of the action, suit, or proceeding;
(b) resolution adopted by a majority of the quorum of the
Board of Directors of the corporation without counting in such
majority a quorum any directors who have incurred expenses in
connection with such action, suit or proceeding;
(c) if there is no quorum of directors who have not
incurred expenses in connection with such action, suit, or
proceeding, then by resolution adopted by a majority of the
committee of stockholders and directors who have not incurred
such expenses appointed by the Board of Directors;
(d) resolution adopted by a majority of the quorum of the
Directors entitled to vote at any meeting; or
(e) order of any court having jurisdiction over the
corporation. Any such determination that a payment by way of
indemnity should be made will be binding upon the corporation,
such
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right of indemnification shall not be exclusive of any other
right which such directors, officers, and employees of the
corporation and the other persons above-mentioned may have or
hereafter acquire and, without limiting the generality of such
statement, they shall be entitled to their respective rights of
indemnification under any By-Laws, Agreement, vote of
stockholders, provision of law, or otherwise as well as their
rights under this article. The provisions of this article shall
apply to any member of any committee appointed by the Board of
Directors as fully as though such person had been a director,
officer or employee of the corporation.
IN WITNESS WHEREOF, we the undersigned original
incorporators hereinabove named. have hereunto set our hands this
8th day of March, 1972.
/s/ Dale A. Kehl, Incorporator
/s/ Kent M. Wright, Incorporator
/s/ Edward F. Kehl, Incorporator
STATE OF UTAH )
)ss.
County of Salt Lake )
I hereby certify that on the 8th day of March, 1972,
personally appeared before me, Dale A. Kehl, Kent M. Wright,
Edward F. Kehl, who being by me first duly sworn, severally
declared that they are the persons who signed the Foregoing
document and that the statements therein contained are true.
/s/ Notary Public
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