EXHIBIT A
ARTICLES OF INCORPORATION
NEVADA CLASSIC THOROUGHBREDS, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, being at least eighteen years of age and
acting as the incorporator of the Corporation hereby being formed
under and pursuant to the laws of the State of Nevada, does
hereby certify that:
ARTICLE I
NAME
The exact name of this corporation is:
NEVADA CLASSIC THOROUGHBREDS, INC.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The registered office and place of business in the State of
Nevada of this corporation shall be located at 3770 Howard Hughes
Parkway, #195, Las Vegas, Nevada. The resident agent of the
corporation is AMERICAN CORPORATIONS, whose address is 723 S.
Casino Center Blvd., Las Vegas, Nevada, 89101-6716.
ARTICLE III
DURATION
The Corporation shall have perpetual existence.
ARTICLE IV
PURPOSES
The purpose, object and nature of the business for which this
corporation is organized are: To engage in any lawful activity,
To carry on such business as may be necessary, convenient, or
desirable to accomplish the above purposes, and to do all other
things incidental thereto which are not forbidden by law or by
these Articles of Incorporation.
ARTICLE V
POWERS
The powers of the Corporation shall be those powers granted by
78.060 and 78.070 of the Nevada Revised Statutes under which this
corporation is formed. In addition, the corporation shall have
the following specific powers:
To elect or appoint officers and agents of the corporation and to
fix their compensation; To act as an agent for any individual,
association, partnership, corporation or other legal entity;
To receive, acquire, hold, exercise rights arising out of the
ownership or possession thereof, sell, or otherwise dispose of,
shares or other interests in, or obligations of, individuals,
association, partnerships, corporations, or governments; To
receive, acquire, hold, pledge, transfer, or otherwise dispose of
shares of the corporation, but such shares may only be purchased,
directly or indirectly, out of earned surplus; To make gifts or
contributions for the public welfare or for charitable,
scientific or educational purposes.
ARTICLE VI
CAPITAL STOCK
Section 1: Authorized Shares
The total number of shares which this corporation is authorized
to issue is 5,000,000 shares of Common Stock having a par value
of $.001 per share and 5,000,000 shares of Preferred Stock having
a par value of $.001 per share.
Section 2: Voting Rights of Stockholders
The entire voting power of the Corporation shall be vested in the
common shares and the Preferred Stock shall have no voting
rights. Each holder of the Common Stock shall be entitled to one
vote for each share of stock standing in his name on the books of
the corporation.
Section 3. Consideration for Shares
The Common Stock and the Preferred Stock shall be issued for such
consideration, as shall be fixed from time to time by the Board
of Directors, but in no event shall the consideration be less
than the stated par value thereof. In the absence of fraud, the
judgment of the Directors as to the value of any property or
services received in full or partial payment for shares shall be
conclusive. When shares are issued upon payment of the
consideration fixed by the Board of Directors, such shares shall
be taken to be fully paid stock, shall be legally issued and
shall be non-assessable. The Articles shall not be amended in
this particular.
Section 4. Stock Rights and Options
The corporation shall have the power to create and issue rights,
warrants, or options entitling the holders thereof to purchase
from the corporation any shares of its capital stock of any class
or classes, upon such terms and conditions and at such times and
prices as the Board of Directors may provide, which terms and
conditions shall be incorporated in an instrument or instruments
evidencing such rights. In the absence of fraud, the judgment of
the Directors as to the adequacy of consideration for the
issuance of such rights or options and the sufficiency thereof
shall be conclusive.
ARTICLE VII
MANAGEMENT
For the management of the business, and for the conduct of the
affairs of the corporation, and for the future definition,
limitation, and regulation of the powers of the corporation and
its directors and stockholders, it is further provided:
Section 1: Size of Board
The initial number of the Board of Directors shall be two (2).
Thereafter, the number of directors shall be as specified in the
Bylaws of the corporation, and such number may from time to time
be increased or decreased in such manner as prescribed by the
Bylaws. Directors need not be stockholders.
Section 2: Powers of Board
In furtherance and not in limitation of the powers conferred by
the laws of the State of Nevada, the Board of Directors is
expressly authorized and empowered:
(a) To make, alter, amend, and repeal the Bylaws subject to the
power of the stockholders to alter or repeal the Bylaws made by
the Board of Directors;
(b) Subject to the applicable provisions of the Bylaws then in
effect, to determine, from time to time, whether and to what
extent, and at what times and places, and under what conditions
and regulations, the accounts and books of the corporation, or
any of them, shall be open to stockholder inspection. No
stockholder shall have any right to inspect any of the accounts,
books or documents of the corporation, except as permitted by
law, unless and until authorized to do so by resolution of the
Board of Directors or of the stockholders of the Corporation;
(c) To authorize and issue, without stockholder consent,
obligations of the Corporation, secured and unsecured, under such
terms and conditions as the Board, in its sole discretion, may
determine, and to pledge or mortgage, as security therefore, any
real or personal property of the corporation, including after-
acquired property;
(d) To determine whether any and, if so, what part of the earned
surplus of the corporation shall be paid in dividends to the
stockholders, and to direct and determine other use and
disposition of any such earned surplus;
(e) To fix, from time to time, the amount of the profits of the
corporation to be reserved as working capital or for any other
lawful purpose;
(f) To establish bonus, profit-sharing, stock option, or other
types of incentive compensation plans for the employees,
including officers and directors, of the corporation, and to fix
the amount of profits to be shared or distributed, and to
determine the persons to participate in any such plans and the
amount of their respective participation.
(g) To designate, by resolution or resolutions passed by a
majority of the whole Board, one or more committees, each
consisting of two or more directors, which, to the extent
permitted by law and authorized by the resolution or the Bylaws,
shall have and may exercise the powers of the Board;
(h) To provide for the reasonable compensation of its own members
by Bylaw, and to fix the terms and conditions upon which such
compensation will be paid;
(i) In addition to the powers and authority herein before, or by
statute, expressly conferred upon it, he Board of Directors may
exercise all such powers and do all such acts and things as may
be exercised or done by the corporation, subject, nevertheless,
to the provisions of the laws of the State of Nevada, of these
Articles of Incorporation, and of the Bylaws of the corporation.
Section 3. Interested Directors
No contract or transaction between this corporation and any of
its directors, or between this corporation and any other
corporation, firm, association, or other legal entity shall be
invalidated by reason of the fact that the director of the
corporation has a direct or indirect interest, pecuniary or
otherwise, in such corporation, firm, association, or legal
entity, or because the interested director was present at the
meeting of the Board of Directors which acted upon or in
reference to such contract or transaction, or because he
participated in such action, provided that:
the interest of each such director shall have been
disclosed to or known by the Board and a
disinterested majority of the Board shall have,
nonetheless, ratified and approved such contract or
transaction (such interested director or directors
may be counted in determining whether a quorum is
present for the meeting at which such ratification
or approval is given);
the conditions of N.R.S. 78.140 are met.
Section 4. Names and Addresses
The names and post office addresses of the first Board of
Directors which shall consist of two (2) persons, and who shall
hold office until their successors are duly elected and
qualified, are as follows:
NAME ADDRESS
PAMELA J. BRIMHALL 1649 East Hackamore
Mesa, AZ 85203
JOANNA CURTIS 1649 East Hackamore
Mesa, AZ 85203
ARTICLE VIII
PLACE OF MEETIING; CORPORATE BOOKS
Subject to the laws of the State of Nevada, the stockholders,
Descendant Trust, and the directors shall have power to hold
their meetings, and the directors shall have power to have an
office or offices and to maintain the books of the Corporation
outside the State of Nevada, at such place or places as may from
time to time be designated in the Bylaws or by appropriate
resolution.
ARTICLE IX
AMENDMENT OF ARTICLES
The provisions of these Articles of Incorporation may be amended,
altered or repealed from time to time to the extent and in the
manner prescribed by the laws of the State of Nevada, and
additional provisions authorized by such laws as are then in
force may be added. All rights herein conferred on the directors,
officers and stockholders are granted subject to this
reservation.
ARTICLE X
INCORPORATOR
The name and address of the incorporator signing these Articles
of Incorporation are as follows:
NAME POST OFFICE ADDRESS
PAMELA J. BRIMHALL 1649 East Hackamore
Mesa, AZ 85203
ARTICLE XI
LIMITED LIABILITY OF OFFICERS AND DIRECTORS
Except as hereinafter provided, the officers and directors of the
corporation shall not be personally liable to the corporation or
its stockholders for damages for breach of fiduciary duty as a
director or officer. This limitation on personal liability shall
not apply to acts or omissions which involve intentional
misconduct, fraud, knowing violation of law, or unlawful
distributions prohibited by Nevada Revised Statutes Section
78.300.
IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation this eleventh day of October,
2000.
/s/ Pamela J. Brimhall
INCORPORATOR
STATE OF ARIZONA }
ss:
COUNTY OF MARICOPA }
On this 11th day of October, 2000, Pamela J. Brimhall
personally appeared before me, a Notary Public, who acknowledged
to me that she executed the foregoing Articles of Incorporation
for NEVADA CLASSIC THOROUGHBREDS, INC.
(Notary Seal)
/s/ Heather Pfeiffer
NOTARY PUBLIC
Residing in Maricopa County
My Commission Expires:
August 3, 2004
