Exhibit 1. Articles of Incorporation.
ARTICLES OF INCORPORATION STATE OF NEVADA Filed November 5, 1998.
ARTICLES
OF
INCORPORATION
OF
FIRST CONSOLIDATED SECURITIES, INC.
ARTICLE I
The complete name of the Corporation is to be:
FIRST CONSOLIDATED SECURITIES, INC.
ARTICLE II
Its principal office in the state of Nevada is to be located at 318 North Carson
Street, Suite 208, in the City of Carson City, County of Carson. The registered
agent in charge thereof is Paracorp Incorporated.
ARTICLE III
The purpose of this Corporation is to engage in any lawful act or activity for
which a Corporation may be organized under the general Corporation laws of
Nevada.
ARTICLE IV
This Corporation shall have the authority to issue 2 classes of capital stock
the total of which shall be 10,100,000 shares. The classification and par value
of 10,000,000 shares shall be common voting stock having a par value of $.001
each share, each share shall be entitled to the same dividend, liquidation, and
voting rights; the classification and par value of 100,000 shares shall be
preferred stock with no par value each share, Said preferred stock may be issued
from time to time in one or more classes or series with such dividend rates,
voting rights, rights of conversion, rights upon dissolution or liquidation, and
with such designations or restrictions thereof as shall be determined by
resolution adopted by the Board of Directors at the time such stock is issued
with out further approval of the shareholders.
ARTICLE V
The members of the governing board of this Corporation shall be called directors
and the number thereof at the inception of this Corporation shall be one (1).
Directors need not be Shareholders of this corporation, nor residents of the
State of Nevada. The number of Directors may from time to time be increased or
decreased in such manner as shall be provided for by the ByLaws of the
Corporation.
The name and post office address of the first Board of Directors who shall hold
office until his successor is duly elected, is as follows:
Name Address
Robert L. Cashman 2100 W. Orangewood Ave, Suite 220
Orange, California 92868-1950
ARTICLE VI
The Capital stock of this Corporation, after the amount of the subscription
price has been paid in, shall never be assessable, or assessed to pay debts of
this Corporation.
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ARTICLE VII
The name and address of the Incorporator signing these Articles of Incorporation
is as follows:
Name Address
Robert L. Cashman 2100 W. Orangewood Ave, Suite 220
Orange, CA 92868-1950
ARTICLE VIII
The period of duration of this Corporation shall be perpetual unless otherwise
amended by the Shareholders.
ARTICLE IX
The Directors shall have the power to make and to alter or amend the ByLaws; to
fix the amount to be reserved as working capital and to authorize and cause to
be executed mortgages and liens, without limit as to amount, upon the property
and franchise of this Corporation.
With the consent in writing, pursuant to a vote of the majority of the holders
of the capital stock issued and outstanding, the Directors shall have the
authority to dispose of, in any manner, the whole property of this Corporation.
The ByLaws shall determine whether and to what extent the accounts and books of
the Coporation, or any of them shall be open to the inspection of the
Shareholders; and no shareholder shall have any right of inspection of any
account, book or document of this Corporation, except conferred by the law or
ByLaws or by resolution of the Shareholders.
The Shareholders and Directors shall have the power to hold meetings and keep
the books, documents and papers of this Corporation, except as conferred by the
law or ByLaws or by resolution of the Shareholders.
The Shareholders and Directors have the power to hold meetings and keep books,
documents and papers of the Corporation outside of the State of Nevada, at such
places as may be from time to time designated by the ByLaws or by resolution of
the Shareholders and Directors, except as otherwise required by the laws of
Nevada.
It is the intention that the objects, purposes and powers specified in ARTICLE
III hereof shall, except where otherwise specified in ARTICLE III, be nowise
limited or restricted by reference to or inference from the terms of any other
clause or ARTICLE in this Certificate of Incorporation, but that the object,
purpose, and powers specified in ARTICLE III and each of the clauses or Articles
of this Charter shall be regarded as independent objects, purposes, and powers.
ARTICLE X
After the formation of this Corporation, each Shareholder shall be entitled to
purchase and/or subscribe for the number of shares of this Corporation which may
hereafter be authorized and issued for money. Each Shareholder shall have the
same rights as any individual to purchase said stock, but shall not have any
pre- emptive rights as that term is defined under NRS 78.265.
IN WITNESS WHEREOF, I the undersigned, constituting the sole incorporator and
intended Shareholder, being less than three Shareholders, for the purpose of
forming a Corporation under the laws of the State of Nevada, do make file and
record these Articles of Incorporation, and do certify that the facts herein are
true and I have accordingly hereunto set my hand this 14th day of April 1998.
/s/Robert L. Cashman, Incorporator
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