ARTICLES OF INCORPORATION
OF
VSAT NET, INC.
ARTICLE ONE
The name of this corporation is: VSAT NET, INC.
ARTICLE TWO
Its principal office in the State of Nevada is located at 50 W. Liberty
Street, Suite 880, Reno, Nevada 89501. The name and address of its resident
agent is Nevada Agency & Trust Company at the above address.
ARTICLE THREE
The nature of the business or objects or purposes proposed may be
organized under the General Corporation Law of the State of Nevada.
To engage in any lawful act or activity for which corporations ~hay be
organized under the General Corporation Law of the State of Nevada and the
United States of America.
ARTICLE FOUR
The total authorized capital stock of the corporation is 75,000,000
shares of Common Stock with a par value of $.001 and 25,000,000 shares of
Preferred Stock $.001 par value, the classes, rights, and privileges of which
may be set by the Board of Directors from time to time.
ARTICLE FIVE
The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided in the by-laws of this corporation, provided
that the number of directors shall not be reduced to less than one.
The name and post office address of the first board of directors, which
shall be one in number, is as follows:
<PAGE>
NAME POST OFFICE ADDRESS
M.A. Littman 10200 W. 44th Avenue, Suite 400
Wheat Ridge, CO 80033
ARTICLE SIX
The capital stock, after the amount of the subscription price, or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.
ARTICLE SEVEN
The name and post office address of the incorporator signing the
articles of incorporation is as follows:
NAME POST OFFICE ADDRESS
M.A. Littman 10200 W. 44th Avenue, Suite 400
Wheat Ridge, CO 80033
ARTICLE EIGHT
The corporation is to have perpetual existence.
ARTICLE NINE
In furtherance of and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized, subject to the by-laws,
if any, adopted by the shareholders, to make, alter or amend the by-laws of the
corporation.
ARTICLE TEN
Meetings of stockholders may be held outside of the State of Nevada at
such place or places as may be designated from time to time by the board of
directors or in the by-laws of the corporation.
ARTICLE ELEVEN
This corporation reserves the right to amend, alter, change or repeal
any provision contained in the articles of incorporation, in the manner now or
hereafter prescribed, and all rights conferred upon stockholders herein are
granted subject to this reservation.
<PAGE>
ARTICLE TWELVE
The Corporation hereby waives and precludes the application of the
anti-takeover provisions of Nevada Revised Statutes 78.378 to 78.3793.
ARTICLE THIRTEEN
No contract or other transaction between the corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by this corporation, and no act of this
corporation shall in any way be affected or invalidated by the fact that any of
the directors of this corporation are pecuniarily or otherwise interested in, or
are directors or officers of such other corporation. Any director of this
corporation, individually, or any firm of which such director may be a member,
may be a party to, or may be pecuniarily or otherwise interested in any contract
or transaction of the corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of this corporation, or a majority thereof; and of any
director of this corporation who is also a director or officer of such other
corporation, or who is so interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of this
corporation that shall authorize such contract or transaction, and may vote
thereat to authorize such contract or transaction, with like force and effect as
if he were not such director or officer of such other corporation or not so
interested.
ARTICLE FOURTEEN
No director or officer shall have any personal liability to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except that this Article Fourteen shall not eliminate or
limit the liability of a director or office for (i) acts or omissions which
involve intentional misconduct, fraud, or a knowing violation of law, or (ii)
the payment of dividends in violation of the Nevada Revised Statutes.
ARTICLE FIFTEEN
The corporation shall fully indemnify its officers and directors
pursuant to the provisions of Nevada Revised Statutes as such may be amended
from time to time.
<PAGE>
I, THE UNDERSIGNED, being the sole incorporator herein before named for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 22nd day of February, A.D. 2000.
M.A. Littman, Incorporator /s/M.A. Littman
STATE OF COLORADO }
} SS
COUNTY OF JEFFERSON }
On this 22nd day of February, A.D., 2000 before me a Notary Public,
personally appeared, M. A. Littman who severally acknowledged that he executed
the above instrument for the purposes therein mentioned.
/s/Jodie L. Ball
Notary Public
My commission expires: 6/16/03
<PAGE>
CERTIFICATE OF ACCEPTANCE
OF
APPOINTMENT OF RESIDENT AGENT
I, Nevada Agency and Trust Company, Authorized Representative, on behalf of
VSAT NET, INC. hereby accepts appointment as Resident Agent of the
above-named corporation.
/s/Amanda Cardinalli March 20, 2000
Authorized Representative
Amanda Cardinalli, Vice President
