ARTICLES OF INCORPORATION
OF
Email Mortgage.com, Inc.
RECEIVED
2000 MAR 28 AM 10:50
SECRETARY OF STATE
STATE OF COLORADO
KNOW ALL MEN BY TBESE PRESENTS: That the undersigned, being a
natural person of the age of eighteen (18) years or more and
desiring to form a body corporate under the laws of the State of
Colorado, does hereby sign, verify and deliver in duplicate to
the Secretary of State of the State of Colorado these Axticles
of Incorporation.
ARTICLE I
Name
The name of the Corporation shall be Email Mortgage.com, Inc.
ARTICLE II
Authorized Shares
Section 1: Number. The aggregate number of shares which the
Corporation shall have authority to issue is One Million
(100,000,000) Common Shares of one class, with unlimited voting
rights, all with a par value of $0.001 per share and Ten Million
(10,000,000) Preferred Shares, all with a par value of $0.01 per
share, to have such classes and preferences as the Board of
Directors may determine from time to time.
Section 2: Dividends. Dividends in cash, property or shares of
the Corporation may be paid upon the stock, as and when declared
by the Board of Directors, out of funds of the Corporation to
the extent and in the manner permitted by law.
ARTICLE HI
Preemptive Rights
The holders of the capital stock of this Corporation shall not
have the preemptive right to acquire additional unissued shares
or treasury shares of the capital stock of this Corporation, or
securities convertible into shares of capital stock or carrying
capital purchase warrants or privileges.
ARTICLE IV
Cumulative Voting
Cumulative voting of shares of stock of the Corporation shall
not be allowed or authorized in the election of the Board of
Directors of the Corporation.
Shareholders; (b) vote at such meetings; (c) examine a list of
the Shareholders; (d) be paid dividends or other sums payable to
Shareholders, or (e) own, enjoy or exercise any other property
or rights deriving from such shares against the Corporation,
until such purchaser, assignee or transferee has become the
registered holder of such shares.
Section 7: Conduct of Business. The Corporation may conduct
part or all of its business, not only in the State of Colorado,
but also in every other state of the United States and the
District of Columbia, and in any territory, district and
possession of the United States, and in any foreign country, and
the Corporation may qualify to do business in any of such
locations and appoint an agent for service of process therein.
The Corporation may hold, purchase, mortgage, lease and convey
real and personal property in any of such locations. Part or
all of the business of the Corporation may be carried on beyond
the limits of the State of Colorado, and the Corporation may
have one or more offices out of the State of Colorado.
<PAGE>30
Section 8: Vote of the Shareholders. To the fullest extent now
or hereafter permitted by the Colorado Business Corporation Act,
the vote of a majority of the issued and outstanding shares of
the Corporation entitled to vote on such matter shall be
sufficient to approve any matter to come before the shareholders
of the Corporation, including, but not limited to, the right
from time to time, to amend, alter or repeal, or add any
provisions to, the Corporation's Articles of Incorporation.
Section 9: Quorum For Voting. A quorum of Shareholders for any
matter to come before any meeting of Shareholders of the
Corporation shall consist of one-third of the issued and
outstanding shares entitled to vote on the matter.
Section 10: Restrictions on Stock. The Directors shall have the
right, from time to time, to impose restrictions or to enter
into agreements on behalf of the Corporation imposing
restrictions on the transfer of all or a portion of the
Corporation's shares, provided that no restrictions shall be
imposed on the transfer of shares outstanding at the time the
restrictions are adopted unless the holder of such shares
consents to the restrictions.
Section ii: Indemnification of Directors. A director of the
Corporation shall not be personally liable to the Corporation or
to its shareholders for damages for breach of fiduciary duty as
a director of the Corporation or to its shareholders for damages
otherwise existing for (i) any breach of the director's duty of
loyalty to the Corporation or to its shareholders; (ii) acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law; (iii) acts
specified in Section 7-108-403 of the Colorado Business
Corporation Act; or (iv) any transaction from which the director
directly or indirectly derived any improper personal benefit.
If the Colorado Business Corporation Act is hereafter amended to
eliminate or limit further the liability of a director, then, in
addition to the elimination and limitation of liability provided
by the foregoing, the liability of each director shall be
eliminated or limited to the fullest extent permitted under the
provisions of the Colorado Business Corporation Act as so
amended. Any repeal or modification of the indemnification
provided in these Articles shall not adversely affect any right
or protection of a director of the Corporation under these
Articles, as in effect immediately prior to such repeal or
modification, with respect to any liability that would have
accrued, but for this limitation of liability, prior to such
repeal or modification.
Section 12: Indemnification. The Corporation shall indemnify,
to the fullest extent permitted by applicable law in effect from
time to time, any person, and the estate and personal
representative of any such person, against all liability and
expense (including, but not limited to, attorneys'fees) incurred
by reason of the fact that he is or was a director or officer of
the Corporation, he is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of, or in any similar managerial or
fiduciary position of, another domestic or foreign corporation
or other individual or entity or of an employee benefit plan.
The Corporation shall also indemnify any person who is serving
or has served the Corporation as director, officer, employee,
fiduciary, or agent, and that person's estate and personal
representative, to the extent and in the manner provided in any
bylaw, resolution of the shareholders or directors, contract, or
otherwise, so long as such provision is legally permissible.
ARTICLE VI
Registered Office and Agent
The address of the initial registered office of the Corporation
is Penthouse Suite, 8400 East Prentice Ave., Englewood, Colorado
80111, and the name of the registered agent at such address is
Corporate Filing Corp., a Colorado corporation. Books of
accounts, records, documents and other papers maybe kept at the
registered office of the Corporation or at such other place as
may be determined by the Board of Directors.
<PAGE>31
ARTICLE VII
Initial Principal Office
The address of the initial principal office of the Corporation
is Penthouse Suite, 8400 East Prentice Ave., Englewood, Colorado
80111. The principal office of the Corporation may be relocated
to such other place or places from time to time as may be
determined by the Board of Directors.
ARTICLE VIII
Data Respecting Incorporator
The name and address of the Incorporator of this Corporation is
as follows: David J. Wagner, Penthouse Suite, 8400 E. Prentice
Ave., Englewood, Colorado 80111.
ARTICLE IX
Effective Date
The existence of the Corporation shall begin on the date of
filing of these Articles of Incorporation with the Colorado
Secretary of State.
DATED this 27th day of March, 2000.
By:
David J. Wagner
Incorporator
CONSENT OF INITIAL REGISTERED AGENT
The Undersigned hereby consents to the appointment as the
Initial Registered Agent of Email Mortgage.com, Inc., a Colorado
Corporation.
CORPORATE FILING CORP.
Authorized Officer
David J. Wagner
