ARTICLES OF INCORPORATION
FILED COPY
FOR
Properties
CENTURION ^ DEVELOPMENT CORPORATION
961079347 C $50.00
SECRETARY OF STATE
06-13-96 11:20
Article I.
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PROPERTIES
The name of the corporation shall be CENTURION ^ DEVELOPMENT
CORPORATION.
Article II.
This corporation shall have perpetual existence.
Article III.
The corporation is organized to engage in any lawful business for which
corporations may be incorporated under the laws of the State of Colorado.
Article IV.
The corporation is authorized to issue Twenty Million (20,000,000)
shares of common stock, of the par value of $0.001 each Common Voting Equity
Stock, such shares to carry the short title "Common"; and One Million
(1,000,000) shares of Convertible Preferred Non-voting Equity Stock, the par
terms of preference and of conversion to be determined by the Board of Directors
at the time of the issuance of any such shares. The Board of Directors may
further create separate series within any class of stock.
The cumulative voting of shares of stock is not authorized. No shares
shall carry and no shareholder shall possess or enjoy any pre-emptive rights to
acquire additional or treasury shares of the corporation.
Article V.
The initial registered and principal office of this corporation is 5760
Daltry Lane, Colorado Springs, Colorado 80906. The initial registered agent is
Farid E. Tannous. The initial registered agent's address is 5760 Daltry Lane,
Colorado Springs, Colorado 80906. An example of the registered agent's signature
is:
/s/ Farid E. Tannous
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Article VI.
The initial Board of Directors shall consist of one (1) member, and the
name and addresses of the persons who are to serve as directors until the annual
meeting of shareholders or until successors are elected and qualified is: Farid
E. Tannous 5760 Daltry Lane, Colorado Springs, Colorado 80906. The bylaws of the
corporation shall establish the range and/or size of the Board of Directors.
Article VII.
To the extent permitted by applicable law, and subject to the
limitations contained in this Article VII, the corporation shall indemnify a
director from all claims, losses and liabilities to which he or she has or shall
become subject to by reason of serving or having served as a director, or by
reason of any action alleged to have been taken, omitted, or neglected by him or
her as a director. In addition, a director of the corporation shall not be
subject to personal liability to the corporation or to its shareholders for
monetary damages for breach of a fiduciary duty as a director; provided however,
this article shall not eliminate or limit the liability of a director to the
corporation or to its shareholders for: (A) monetary damages for any breach of
the director's duty of loyalty to the corporation or to its shareholders; (B)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (C) acts specified in C.R.S. s. 7-108-403 (as
amended); or (D) any transaction from which the director directly or indirectly
derived an improper personal benefit.
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Article VIII.
The name and address of the incorporator is: Farid E. Tannous 5760 Daltry
Lane, Colorado Springs, Colorado 80906.
The undersigned person of the age of 18 years or more, acting as
incorporator of a corporation under the Colorado Corporation Code, adopts the
above Articles of Incorporation.
/s/ Farid E. Tannous 6/10/96
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Signature Date
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