ARTICLES OF INCORPORATION
(Pursuant to NRS 78)
1. Name of Corporation: Excel Publishing, Inc.
2. Resident Agent Name
and Street Address: Gateway Enterprises, Inc.
3230 E. Flamingo Road, Suite 156 Las Vegas, Nevada 89121
3. Shares:
Number of shares Number of shares
With par value: 50,000,000 Par Value: $.001 without par value: NONE
4. Names, Addresses, Number
of Board of Directors/ Trustees:
The first Board of Directors/Trustees shall consist of ONE members
whose names and addresses are as follows:
ANTHONY B. RAMON
832 North 1000 East, Mapleton, Utah 84684
5. Purpose:
The purpose of this Corporation shall be: optional
6. Other Matters:
Number of additional pages attached: 7 pages
7. Names, Addresses and
Signatures of Incorporators:
/s/ Anthony B. Ramon
632 North 1000 East, Mapleton, Utah 84684
8. Certificate of Acceptance of
Appointment of Resident Agent
I, Gateway Enterprises Inc., hereby accept appointment as Resident
Agent for the above named corporation.
/s/ Resident Agent
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ARTICLES OF INCORPORATION
OF
Excel Publishing, Inc.
ARTICLE I
The name of the corporation (which is hereinafter referred to
as the "Corporation") is Excel Publishing, Inc
ARTICLE II
The address of the registered office of the Corporation in
the State of Nevada is 3230 East Flamingo Road, Suite 156, Las
Vegas, Nevada 8912 1. The name of the registered agent of the
Corporation is Gateway Enterprises, Inc.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the
provisions of Chapter 78 of the Nevada Revised Statutes.
ARTICLE IV
Common Stock The aggregate number of shares of Common Stock
which the Corporation shall have authority to issue is 50,000,000
shares at a par value of $.001 per share. All stock, when issued
shall be fully paid and non-assessable, shall be of the same class
and have the same rights and preferences.
Each share of Common Stock shall be entitled to one vote at a
stockholder's meetings, either in person or by proxy. Cumulative
voting in elections of Directors and all other matters brought
before stockholders meeting, whether they be annual or special,
shall not be permitted.
The holders of the capital stock of the Corporation shall not
be personally liable for the payment of the Corporation's debts
and the private property of the holders of the capital stock of
the Corporation shall not be subject to the payment of debts of
the Corporation to any extent whatsoever.
Stockholders of the Corporation shall not have any preemptive
rights to subscribe for additional issues of stock of the
Corporation except as may be agreed from time to time by the
Corporation and any such stockholder.
Preferred Stock. The aggregate number of share of Preferred
Stock which the Corporation shall have authority to issue is
10,000,000 shares, par value $.001, which may be issued in series,
with such designations, preferences, stated values, rights,
qualifications or limitations as determined solely by the Board of
Directors of the Corporation.
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ARTICLE V
The amount of the authorized stock of the Corporation of any
class or classes may be increased or decreased by the affirmative
vote of the holders of a majority of the voting power of all
shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.
ARTICLE VI
SECTION 1. Number. Election and Terms of Directors. The
members of the governing board of the Corporation shall be styled
Directors of the Corporation. The number of the Directors of the
Corporation shall be fixed from time to time by or pursuant to the
By-Laws of the Corporation, and shall initially be one.
SECTION 2. Newly Created Directorships and Vacancies Newly
created directorships resulting from any increase in the number of
Directors and any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other cause
shall be filled only by the affirmative vote of a majority of the
remaining Directors then in office, even though less than a quorum
of the Board of Directors. No decrease in the number of Directors
constituting the Board of Directors shall shorten the term of any
incumbent Director.
SECTION 3. Removal of Directors. Any Director may be removed
from office, with or without cause, only by the affirmative vote
of the holders of 5 1 % of the voting power of all shares of the
Corporation entitled to vote generally in the election of
Directors, voting together as a single class.
ARTICLE VII
Any action required or permitted to be taken by the
stockholders of the Corporation may be effected by any consent in
writing by such holders, signed by holders of not less than that
number of shares of Common Stock required to approve such action.
ARTICLE VIII
Subject to any express provision of the laws of the State of
Nevada or these Articles of Incorporation, the Board of Directors
shall have the power to make, alter, amend and repeal the By-Laws
of the Corporation (except so far as By-Laws of the Corporation
adopted by the stockholders shall otherwise provide). Any By-Laws
made by the Directors under the powers conferred hereby may be
altered, amended or repealed by the Directors or by the
stockholders.
ARTICLE IX
Election of Directors need not be by ballot unless the By-
laws of the Corporation shall so provide.
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ARTICLE X
SECTION 1. Elimination of Certain Liability of Directors. A
Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the Director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) for the payment of distributions to stockholders in
violation of Section 78.300 of the Nevada Revised Statutes, or
(iv) for any transaction from which the Director derived an
improper personal benefit.
SECTION 2. Indemnification and Insurance
(a) Action, etc.. Other Than by or in the Right of the
Corporation The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any Agent (as hereinafter
defined) against costs, charges and Expenses (as hereinafter
defined), judgments, fines and amounts paid in settlement actually
and reasonably incurred by the Agent in connection with such
action, suit or proceeding, and any appeal therefrom, if the Agent
acted in good faith and in a manner the Agent reasonably believed
to be in or not opposed to the best interests of the Corporation,
and with respect to any criminal action or proceeding, had no
reasonable cause to believe such conduct was unlawful. The
termination of any action, suit or proceeding--whether by
judgment, order, settlement conviction, or upon a plea of nolo
contendere or its equivalent-,shall not, of itself, create a
presumption that the Agent did not act in good faith and in a
manner which the Agent reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, that the Agent had reasonable cause
to believe that the Agent's conduct was unlawful.
(b) Action, etc. by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed judicial action or suit brought by or in the right of
the Corporation to procure a judgment in its favor by reason of
the fact that such person is or was an Agent, against costs,
charges and Expenses actually and reasonably incurred by the Agent
in connection with the defense or settlement of such action or
suit and any appeal therefrom if the Agent acted in good faith and
in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for gross negligence or willful misconduct in the
performance of the Agent's duty to the Corporation unless and only
to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such costs, charges and Expenses which such court
shall deem proper.
(c) Determination of Right of Indemnification. Any
indemnification under Paragraphs (a) and (b) of this Section
(unless ordered by a court) shall be paid by the Corporation
unless a determination is reasonably and promptly made (i) by the
Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Directors so
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directs, by independent legal counsel in a written opinion, or
(iii) by the stockholders, that such person acted in bad faith and
in a manner that such person did not believe to be in or not
opposed to the best interests of the Corporation, or, with respect
to any criminal proceeding, that such person believed or had
reasonable cause to believe that his conduct was unlawful,
(d) Indemnification Against Expenses of Successful Pam.
Notwithstanding the other provisions of this Section, to the
extent that an Agent has been successful on the merits or
otherwise, including, without limitation, the dismissal of an
action without prejudice, the settlement of an action without
admission of liability, or the defense of any claim, issue or
matter therein, or on appeal from any such proceeding, action,
claim or matter, such Agent shall be indemnified against all
costs, charges and Expenses incurred in connection therewith.
(e) Advances of Expenses Except as limited by Paragraph (f)
of this Section, costs, charges, and Expenses incurred by an Agent
in any action, suit, proceeding or investigation or any appeal
therefrom shall be paid by the Corporation in advance of the final
disposition of such matter if the Agent shall undertake to repay
such amount in the event that it is ultimately determined as
provided herein that such person is not entitled to
indemnification. Notwithstanding the foregoing, no advance shall
be made by the Corporation if a determination is reasonably and
promptly made by the Board of Directors by a majority vote of a
quorum of disinterested Directors, or (if such a quorum is not
obtainable or, even if obtainable, a quorum of disinterested
Directors so directs) by independent legal counsel in a written
opinion, that, based upon the facts known to the Board of
Directors or counsel at the time such determination is made, the
Agent acted in bad faith and in a manner that such person did not
believe to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal proceeding, that
such person believed or had reasonable cause to believe his
conduct was unlawful. In no event shall any advance be made in
instances where the Board of Directors or independent legal
counsel reasonably determines that the Agent deliberately breached
such persons' duty to the Corporation or its stockholders.
(f) Right of Agent to Indemnification upon Application:
Procedure upon Application. Any indemnification under Paragraphs
(a), (b) and (d) or advance under Paragraph (e) of this Section,
shall be made promptly, and in any event within 60 days, upon the
written request of the Agent, unless with respect to applications
under Paragraphs (a), (b) or (e), a determination is reasonably
and promptly made by the Board of Directors by a majority vote of
a quorum of disinterested Directors that such Agent acted in a
manner set forth in such Paragraphs as to justify the
Corporation's not indemnifying or making an advance to the Agent.
In the event no quorum of disinterested Directors is obtainable,
the Board of Directors shall promptly direct that independent
legal counsel shall decide whether the Agent acted in the manner
set forth in such Paragraphs as to justify the Corporation's not
indemnifying or making an advance to the Agent. The right to
indemnification or advances as granted by this Section shall be
enforceable by the Agent in any court of competent jurisdiction if
the Board of Directors or independent legal counsel denies the
claim in whole or in part or if no disposition of such claim is
made within 60 days. The Agent's costs, charges and Expenses
incurred in connection with successfully establishing such
persons' right to indemnification, in whole or in part, in any
such proceeding shall also be indemnified by the Corporation.
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(g) Other Rights and Remedies. The indemnification provided
by this Section shall not be deemed exclusive of, and shall not
affect, any other rights to which an Agent seeking indemnification
may be entitled under any law, Bylaw, or charter provision,
agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be an Agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person. All rights to indemnification
under this Section shall be deemed to be contract between the
Corporation and the Agent who serves in such capacity at any time
while these Articles and other relevant provisions of the general
corporation law and other applicable law, if any, are in effect.
Any repeat or modification thereof shall not affect any rights or
obligations then existing.
(h) Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was an Agent against
any liability asserted against such person and incurred by him or
her in any such capacity, or arising out of such persons's status
as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions
of this Section. The Corporation may create a trust fund, grant a
security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of such sums
as may become necessary to effect indemnification as provided
herein.
(i) Other Enterprises. Fines and Serving at Corporation's
Request. For purposes of this Section, references to "other
enterprise" in Paragraph (a) shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a
person with respect to any employee benefit plan; and references
to "serving at the request of the Corporation" shall include any
service by Agent as Director, officer, employee, agent or
fiduciary of the Corporation which imposes duties on, or involves
services by, such Agent with respect to any employee benefit plan,
its participants, or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to
in this Section.
(j) Savings Clause. If this Section or any portion thereof
shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify
each Agent as to costs, charges and Expenses, judgments, fines and
amounts paid in settlement with respect to any action, suit,
proceeding or investigation, and any appeal therefrom, whether
civil, criminal or administrative, and whether internal or
external ' including a grand jury proceeding and an action or suit
brought by or in the right of the
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