EXHIBIT 2.1
ARTICLES OF INCORPORATION
of
INDUSTRIES INTERNATIONAL, INCORPORATED
We, the undersigned natural persons of the age of 21 years or more,
acting as incorporators of a corporation under the Nevada Business Corporation
Act (hereinafter referred to as the "Act"), adopt the following Articles of
Incorporation for such corporation.
ARTICLE I
The name of the corporation (hereinafter called the "Corporation") is
INDUSTRIES INTERNATIONAL, INCORPORATED.
ARTICLE II
Period of Duration. The period of duration of the Corporation is
perpetual.
ARTICLE III
Purposes and Powers. The purposes and powers for which the Corporation is
organized are as follows:
(a) to purchase, own, hold, sell, dispose of and otherwise deal
in recreational development properties and systems of every kind and variety.
To manufacture, build, prepare for market, buy, sell, import, export, trade
and otherwise deal in recreational development properties and materials of
every kind and variety.
(b) To conduct in all its branches the business of designing,
building, operating, manufacturing, buying, selling, importing, exporting,
displaying, distributing, renting, repairing and otherwise dealing in and
with, at wholesale and at retail, and as principal, agent, factor, broker or
commission merchant, or in any other lawful capacity, recreational development
properties and materials of every kind and variety.
(c) To purchase, own, hold, sell, dispose of and otherwise deal
in oil and gas properties, mining properties natural resource property of
every kind and variety. To explore for, market, buy, sell, import and export
natural resources of every kind and variety. To manufacture, prepare for
market, buy, sell, import, export, trade and otherwise deal in natural
resource manufactured products of every kind and variety.
(d) To conduct in all its branches the business of designing,
manufacturing, buying, selling, importing, exporting, displaying,
distributing, renting, repairing and otherwise dealing in and with, at
wholesale and at retail, and as principal, agent, factor, broker, commission
merchant, or in any other lawful capacity, natural resources manufactured
products of every kind and variety.
(e) To invest in improved and unimproved real property, personal
property and rights of every kind and variety.
(f) To purchase or otherwise acquire the whole or any part of
the securities, good will, royalties, patents, patent applications,
copyrights, franchises, leases, rights, property and assets of all kinds and
to undertake or assume the whole or any part of the bonds, mortgages,
franchises, leases, contracts, indebtedness, guarantees, liabilities and
obligations of any person, corporation, association, partnership, syndicate,
entity of governmental, municipal, or public authority, and to pay for the
same in cash, shares, capital stock, bonds, debenture stock notes and other
securities of the corporation or otherwise or by undertaking and assuming the
whole or any part of the liabilities or obligations of the transferor and to
hold or in any manner dispose of the whole or any part of the property and
assets so acquired and to exercise all powers necessary or convenient in and
about the conduct, management and carrying on of any such business.
(g) 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, guarantee, execute and issue promissory notes, drafts, bills
of exchange, warrants, bonds, debentures and other negotiable and
nonnegotiable instruments and evidence of indebtedness and to secure the
payment thereof and of the interest thereon by mortgage on or pledge,
conveyance or assignment in trust of the whole or any part of the assets of
the corporation, real, personal or mixed, including contract rights whether at
the time owned or thereafter acquired.
(h) To lend and advance monies or give credit for corporate
purposes with or without requiring interest or any security for the repayment
thereof.
(i) To purchase, take, receive or otherwise acquire, hold, own,
pledge, transfer or otherwise dispose of shares of its own capital stock but
purchase of its own shares of stock, whether direct or indirect, shall be made
only to the extent of unreserved and unrestricted surplus available therefor
and to the extent of unreserved and unrestricted capital surplus available
therefor, if permitted by the act and any other applicable law and these
Articles of Incorporation.
(j) To become a party to any lawful arrangement for sharing of
profits or to any union of interest reciprocal concessions, partnership,
syndicate, joint venture or cooperation with any person, corporation,
association, partnership, syndicate, entity or governmental, municipal or
public authority, domestic or foreign, in the carrying on of any business or
transaction deemed necessary, convenient or incidental to carrying out any of
the purposes of the corporation.
(k) To do all and everything necessary, proper, advisable or
convenient for the accomplishment of any of the purposes or the attainment of
any of the objects or the furtherance of any of the powers herein set forth
and to do every other act and thing incidental thereto or connected therewith,
provided the same be not forbidden by the Act, by any other applicable law or
by these Articles of Incorporation.
(l) To carry out the purposes herein above set forth in any
state, district, territory or possession in the United States or in any
foreign country to the extent such purposes are not forbidden by the laws of
such state, district, territory, possession or foreign country, and in the
event that they do forbid any one or more such purposes to limit the purposes
which the Corporation proposes to carry on in such state, district, territory,
possession or foreign country to such purpose or purposes as are not forbidden
by the laws thereof and any certificate for application to do business
therein.
(m) To engage in any lawful activity, subject to expressed
limitations, if any. In general, to carry on any business and have and
exercise all the powers conferred by the Act on corporations organized under
it and upon corporations by any other applicable law and to do any and all of
the acts and things therein set forth to the same extent as natural persons
might or could do in any part of the world as principal, factor, agent,
contractor, representative, trustee or otherwise, either alone or in
syndicates, jointly and otherwise, in conjunction with any person,
corporation, association, partnership, syndicate, entity or governmental,
municipal or public authority, domestic or foreign, and to establish and
maintain offices and agencies and to exercise all or any of its corporate
powers and rights throughout the world.
(n) The foregoing clauses shall be construed as powers as well
as objects and purposes and the matters expressed in each clause shall, unless
herein otherwise expressly provided, be in no way limited by reference to or
inference from the terms of any other clause but shall be regarded as
independent objects, purposes and powers and the enumeration of specific
objects, purposes and powers shall not be construed to limit or restrict in
any manner the meaning of the general terms or the general powers of the
Corporation, nor shall the expression of one thing be deemed to exclude
another not expressed although it be of like nature.
ARTICLE IV
Authorized Shares. The aggregate number of shares which the Corporation
shall have authority to issue is twenty million (20,000,000) shares of a par
value of One Cent ($0.01) each. The total authorized capital of this
Corporation is Two Hundred Thousand Dollars ($200,000.00)
(a) The common stock may be issued by the Corporation or
subscriptions taken therefor from time to time for such consideration as may
be fixed from time to time by the Board of Directors.
(b) The common stock of the Corporation shall not be issued in
series or broken into additional classes. There shall be but one class of
stock, or equal rights and preferences. Dividend rights in the company stock
shall be treated hereinafter as said stock is set forth to be treated in the
Nevada Business Corporation Act, as amended to date.
(c) The common stock of the Corporation shall be nonassessable
and the shareholders shall not be liable for the debts of the Corporation
except as to the extent of any unpaid subscriptions for shares which may be
outstanding at any time the Corporation is dissolved, merged or said
subscription rights are called.
ARTICLE V
No Pre-emptive Rights. The shareholders of the Corporation shall have no
pre-emptive rights to acquire additional shares of the Corporation.
ARTICLE VI
Commencement of Business. The Corporation shall not commence business
until at least One Thousand Dollars ($1,000.00) has been received by it as
consideration for the issuance of shares.
ARTICLE VII
Voting Shares. Each outstanding share of the common stock of the
corporation shall be entitled to one vote on each matter submitted to a vote
at a meeting of the stockholders, each shareholder being entitled to vote his
or its shares in person or by proxy executed in writing by such shareholder or
by his duly authorized attorney in fact. The shareholders of this corporation
shall have no right whatsoever to cumulate his or its vote with regard to such
voting. All voting shall be noncumulative.
ARTICLE VIII
Provisions for Regulation of Internal Affairs of the Corporation
Meeting of the Shareholders. All meetings of the shareholders of the
corporation shall be held at such place either within or without the State of
Nevada as may be provided by the bylaws of the corporation. In the absence of
any such provision, all such meetings shall be held at the registered office
of the corporation.
Quorum of the Shareholders. Unless otherwise provided in the Act or
other applicable law, a majority of the shares of the common stock of the
Corporation entitled to vote represented in person or by proxy shall
constitute a quorum at a meeting of the shareholders of the corporation.
Meetings of Directors. Meetings of the Board of Directors of the
corporation whether regular or special may be held either within or without
the State of Nevada and upon such notice be prescribed in the bylaws of the
corporation.
Quorum of Directors. The number of directors of the corporation which
shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors shall be fixed in the bylaws of the corporation.
Designation of Committees by the Board of Directors. The Board of
Directors may, by resolution or resolutions passed by a majority of the whole
board, designate a committee or committees consisting of not less than two
directors which committee or committees to the extent provided in such
resolution or resolutions shall have and may exercise all the authority so
provided by the designation of such committees and the delegation thereto of
such authority shall not operate to relieve the Board of Directors or any
member thereof of any responsibility imposed upon it or him by law.
Bylaws of the Corporation. The initial by laws of the corporation shall
be adopted by its Board of Directors hereafter unless otherwise provided in
the act. Bylaws of the corporation may be adopted, amended or repealed either
by the shareholders or by the Board of Directors except that (a) no bylaw
adopted or amended by the shareholders shall be altered or repealed by the
Board of Directors, and (b) no bylaw shall be adopted by the Directors which
shall require more than a majority of the voting for a quorum at a meeting of
the shareholders of the corporation or more than a majority of the votes cast
to constitute action by the shareholders except where higher percentages are
required by law. The bylaws may contain any provisions for the regulations
and management of the affairs of the corporation not inconsistent with the
Act, other applicable laws, and these Articles of Incorporation.
Vacancy in the Board of Directors. Any vacancy occurring in the Board of
Directors may be filled by affirmative vote of majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase
in the number of directors shall also be filled by the Board of Directors,
such appointment to be until the next annual meeting as a special meeting of
the shareholders called for the purpose of electing a director to the office
so created.
Shareholders of Record. The name and address of each shareholder of
record of the capital stock of the corporation as they appear in the stock
records of the corporation shall be conclusive evidence as to who are the
shareholders who are entitled to receive notice of any meetings of the
shareholders, to vote at such meetings, to examine a complete list of the
shareholders who may be entitled to vote at any such meeting and to own, enjoy
and exercise any other rights and privileges which are based upon the
ownership of these shares of common stock of the corporation.
Books and Records. The corporation shall keep complete and correct books
and records of account and shall keep minutes of the proceedings of its
shareholders and the Board of Directors and shall keep at its registered
office or principal place of business or at the office of its transfer agent
or registrar a record of its shareholders giving the names and addresses of
all shareholders and the number of shares of the corporation held by each. No
shareholder shall have the right to inspect any such books and records except
as conferred by the Act or other applicable law unless authorized to do so by
a resolution or resolutions of the shareholders or the Board of Directors.
Working Capital. The Board of Directors of the corporation shall have
the power from time to time to fix and determine and to vary the amount which
is to be reserved by the corporation as working capital and before the payment
of any dividends or the making of any distribution of profits it may from time
to time in its absolute discretion determine to be proper whether as a reserve
fund to meet contingencies or for the equalizing of dividends of the repairing
or maintaining of any property of the corporation or for an addition to stated
capital, capital surplus or earned surplus or for any corporate purpose which
the Board of Directors shall deem to be in the best interest of the
corporation subject only to such limitations as the bylaws of the corporation
may from time to time impose.
Compensation of Directors. The board of Directors of the corporation
may, provided the bylaws of the corporation so provide, make provision for
reasonable compensation of its members for their services as directors and
establish the basis upon which such compensation to its members for their
services as directors and establish the basis upon which such compensation
shall be paid. Any directors of the corporation may also serve the
corporation in any other capacity and receive proper compensation therefor.
Qualification of Directors. The directors of this corporation need not
be stockholders.
Number of Directors. The exact number of directors may from time to time
be specified by the bylaws at not less than three nor more than fifteen. When
the bylaws do not specify the exact number of directors, the number of
directors shall be three.
Reliance Upon Others. A director shall be fully protected in relying in
good faith upon the books of account of the corporation or statements prepared
by any of its officials as to the value and amount of assets, liabilities or
net profits of the corporation or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid.
Reliance Upon Others-Prudent Conduct. No person shall be liable to the
corporation for any loss or damage suffered by it on account of any action
taken or omitted to be taken by him as a director or officer of the
corporation in good faith if such person (a) exercised or used the same degree
of care and skill as a prudent man would have exercised or used under the
circumstances in the conduct of his own affairs, or (b) took or omitted to
take such action in reliance upon advice of counsel for the corporation which
he had reasonable grounds to believe or upon a financial statement of the
corporation in charge of its accounts or certified by a public accountant or
firm of public accountants.
Contracts with Interested Directors, Disclosure and Voting. A director
of the corporation shall not in the absence of fraud be disqualified by his
office from dealing or contracting with the corporation either as a vendor,
purchaser or otherwise nor in the absence of fraud shall insofar as permitted
by the Act or any other applicable statute, any transaction or contract of the
corporation be void or voidable or affected by reason of the fact that any
director or any firm of which a director is a member of any corporation of
which any director is an officer, director or stockholder is in any way
interested in such transaction or contract, provided that at the meeting of
the Board of Directors or of a committee thereof having authority in the
premises to authorize or confirm such contract or transaction, the interest of
such director, firm or corporation is disclosed or made known and there shall
be present a quorum of the Board of Directors or of the directors constituting
such committee and such contract or transaction shall be approved by a
majority of such quorum, which majority shall consist of directors not so
interested or connected. Nor shall any director be liable to account to the
corporation for any profit realized by him from or though any such transaction
or contract of the corporation, ratified or approved as herein provided, by
reason of the fact that he or any firm of which he is a member or any
corporation of which he is a stockholder, director or officer was interested
in such transaction or contract. Directors so interested may be counted when
present at meetings of the Board of Directors or of such committee for the
purpose of determining the existence of a quorum. Each and every person who
is or may become a director of the corporation is hereby relieved from any
liability that might otherwise exist from those contracting with the
corporation for the benefit of himself or any firm, association or corporation
or of the Board of Directors or of any committee which shall be ratified by a
majority in the interest of a quorum of the stockholders having voting power,
shall be as valid and as binding as though ratified by each and every
stockholder of the corporation, but this shall not be constituted as requiring
the submission of any contract to the stockholders for approval.
Indemnification of Directors. The corporation shall indemnify any and
all persons who may serve or who have served at any time as directors or
officers, or who at the request of the Board of Directors of the corporation
may serve or at any time have served as directors or officers of another
corporation in which the corporation at such time owned or may own shares of
stock or of which it was or may be a creditor, and their respective heirs,
administrators, successors and assigns, against any and all expenses,
including amounts paid upon judgments, counsel fees, and amounts paid in
settlement before or after suit is commenced, actually and necessarily
incurred by such person in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them are made
parties or a party or which may be asserted against them or any of them by
reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except in relation to
matters as to which any such director or officer former director or officer or
person shall be adjudged in any action, suit or proceeding to be liable for
his own negligence or misconduct in the performance of his duty. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, bylaw, agreement, vote of
stockholders or otherwise.
Ratification of acts of Directors. The directors may submit any contract
or transaction for approval at any annual meeting of the stockholders or at
any special meeting of the stockholders called for that purpose; and any
contract or transaction so approved by a majority vote of a quorum of the
stockholders at such meeting shall be binding upon the corporation and all of
its stockholders, whether or not the contract or transaction would otherwise
be subject to attack because of the interest of any of the directors of the
corporation or for any other reason.
Requirements for Management. The corporation may issue and sell its
authorized shares from time to time, in the absence of fraud, for such
considerations as may from time to time be fixed by the Board of Directors.
Issuance of Shares. The corporation may issue and sell its authorized
shares from time to time, in the absence of fraud, for such consideration as
may from time to time ber fixed by the Board of Directors, but in no event for
less than par value.
Amendments of these Articles of Incorporation. The corporation reserves
the right to amend, alter or repeal or to add any provisions to these Articles
of Incorporation in any manner now or hereafter prescribed by the Act and any
amendment thereto or by the provisions of any other applicable law and all
rights conferred upon the shareholders of the corporation by these Articles of
Incorporation and amendments hereto are granted subject only to this
reservation.
ARTICLE IX
Registered Office. The address of the initial registered office of the
corporation is:
3801 Royal Crest Street #6
Clark County
Las Vegas, NV 89119
Registered Agent. The name of the initial registered agent of the
Corporation at such address is: Frank Mihalka.
ARTICLE X
Initial Board of Directors. The initial Board of Directors of the
Corporation shall consist of three members and their respective names and
address are:
Name Address
Ivan R. Harry 4189 South 4080 West #128
West Valley City, UT 84120
Dan Shuput 259 East 4050 South #4
Murray, UT 84107
Ralph L. Jensen 3769 South Loretta Drive
Salt Lake City, UT 84106
which directors shall hold office until the first meeting of shareholders of
the Corporation and until their successors shall have been elected and
qualified.
Subsequent Board of Directors. At the first meeting of the shareholders
of the Corporation and at each annual meeting thereafter, the shareholders
shall elect directors to hold office until the next succeeding annual meeting
of the shareholders. Each director so elected shall hold office for the term
for which he is elected and until his successor shall have been elected and
qualified. Directors need not be residents of the State of Nevada or
shareholders of the Corporation.
ARTICLE XI
The name of each incorporator and their address are:
Name Address
Ivan R. Harry 4189 South 4080 West #128
West Valley City, UT 84120
Dan Shuput 259 East 4050 South #4
Murray, UT 84107
Ralph L. Jensen 3769 South Loretta Drive
Salt Lake City, UT 84106
DATED this 28th day of December, 1990.
/s/ Ivan R. Harry
/s/ Dan Shuput
/s/ Ralph L. Jensen
