Articles Of Incorporation
Of
Guideline Capital, Inc.
Know all men by these present that the undersigned have this day
voluntarily associated ourselves together for the purpose of
forming a corporation under and pursuant to the provisions of
Nevada Revised Statutes 78.010 to Nevada Revised Statues 78.090
inclusive as amended and state and certify that the articles of
incorporation are as follows:
First: Name
The name of the corporation is Guideline Capital, Inc.,
(The "Corporation").
Second: Registered Office and Agent
The address of the registered office of the corporation in the
State Of Nevada is 6200 West Lanning Lane, in the city of Las
Vegas, County of Nevada 89108. The name and address of the
corporation's registered agent in the State of Nevada is
Catherine S. Ratelle, at said address, until such time as
another agent is duly authorized and appointed by the
corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful
act or activity for which corporations may now or hereafter be
organized under the Nevada Revised Statutes of the State of
Nevada, including, but not limited to the following:
(a) The Corporation may at any time exercise such
rights, privileges, and powers, when not
inconsistent with the purposes and object for
which this corporation is organized;
(b) The Corporation shall have power to have
succession by its corporate name in perpetuity,
or until dissolved and its affairs wound up
according to law;
(c) The Corporation shall have power to sue and be
sued in any court of law or equity;
(d) The Corporation shall have power to make
contracts;
(e) The Corporation shall have power to hold,
purchase and convey real and personal estate
and to mortgage or lease any such real and
personal estate with its franchises. The power
to hold real and personal estate shall include
the power to take the same by devise or bequest
in the State of Nevada, or in any other state,
territory or country;
(f) The corporation shall have power to appoint
such officers and agents as the affairs of the
Corporation shall requite and allow them
suitable compensation;
(g) The Corporation shall have power to make bylaws
not inconsistent with the constitution or laws
of the United States, or of the State of
Nevada, for the management, regulation and
government of its affairs and property, the
transfer of its stock, the transaction of its
business and the calling and holding of
meetings of stockholders;
(h) The Corporation shall have the power to wind up
and dissolve itself, or be wound up or
dissolved;
(i) The Corporation shall have the power to adopt
and use a common seal or stamp, or to not use
such seal or stamp and if one is used, to alter
the same. The use of a seal or stamp by the
corporation on any corporate documents is not
necessary. The Corporation may use a seal or
stamp, if it desires, but such use or non-use
shall not in any way affect the legality of the
document;
(j) The Corporation Shall have the power to borrow
money and contract debts when necessary for the
transaction of its business, or for the
exercise of its corporate rights, privileges or
franchises, or for any other lawful purpose of
its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures and other
obligations and evidence of indebtedness,
payable at a specified time or times, or
payable upon the happening of a specified event
or events, whether secured by mortgage, pledge
or otherwise, or unsecured, for money borrowed,
or in payment for property purchased, or
acquired, or for another lawful object;
(k) The Corporation shall have the power to
guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose
of the shares of the capital stock of, or any
bonds, securities or evidence in indebtedness
created by any other corporation or
corporations in the State of Nevada, or any
other state or government and, while the owner
of such stock, bonds, securities or evidence of
indebtedness, to exercise all the rights,
powers and privileges of ownership, including
the right to vote, if any;
(l) The Corporation shall have the power to
purchase, hold, sell and transfer shares of its
own capital stock and use therefor its capital,
capital surplus, surplus or other property or
fund;
(m) The Corporation shall have to conduct business,
have one or more offices and hold, purchase,
mortgage and convey real and personal property
in the State of Nevada and in any of the
several states, territories, possessions and
dependencies of the United States, the District
of Columbia and in any foreign country;
(n) The Corporation shall have the power to do all
and everything necessary and proper for the
accomplishment of the objects enumerated in its
articles of incorporation, or any amendments
thereof, or necessary or incidental to the
protection and benefit of the Corporation and,
in general, to carry on any lawful business
necessary or incidental to the attainment of
the purposes of the Corporation, whether or not
such business is similar in nature to the
purposes set forth in the articles of
incorporation of the Corporation, or any
amendment thereof;
(o) The Corporation shall have the power to make
donations for the public welfare or for
charitable, scientific or educational
purposes;
(p) The Corporation shall have the power to enter
partnerships, general or limited, or joint
ventures, in connection with any lawful
activities.
Forth: Capital Stock
1. Classes and Number of Shares. The total number of shares of
all classes of stock, which the corporation shall have
authority to issue Fifty Million (50,000,000) shares of Common
Stock, par value of $0.001 per share (The "Common Stock").
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation
holding common stock shall have any preemptive or
other right to subscribe for any additional un-issued
or treasury shares of stock or for other securities of
any class, or for rights, warrants or options to
purchase stock, or for scrip, or for securities of any
kind convertible into stock or carrying stock purchase
warrants or privileges unless so authorized by the
Corporation;
(b) Voting Rights and Powers. With respect to all matters
upon which stockholders are entitled to vote or to
which stockholders are entitled to give consent, the
holders of the outstanding shares of the Common Stock
shall be entitled to cast thereon one (1) vote in
person or by proxy for each share of the Common Stock
standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Subject to the rights of
holders of Preferred Stock, holders of
Common Stock shall be entitled to receive
such cash dividends as may be declared
thereon by the Board of Directors from time
to time out of assets of funds of the
Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board
of Directors may issue shares of the Common
Stock in the form of a distribution or
distributions pursuant to a stock dividend
or split-up of the shares of the Common
Stock;
(iii) Other Rights. Except as otherwise required
by the Nevada Revised Statutes and as may
otherwise be provided in these Articles of
Incorporation, each share of the Common
Stock shall have identical powers,
preferences and rights, including rights in
liquidation;
3. Preferred Stock The powers, preferences, rights,
qualifications, limitations and restrictions pertaining to the
Preferred Stock, or any series thereof, shall be such as may
be fixed, from time to time, by the Board of Directors in its
sole discretion, authority to do so being hereby expressly
vested in such board.
4. Issuance of the Common Stock and the Preferred Stock. The
Board of Directors of the Corporation may from time to time
authorize by resolution the issuance of any or all shares of
the Common Stock and the Preferred Stock herein authorized in
accordance with the terms and conditions set forth in these
Articles of Incorporation for such purposes, in such amounts,
to such persons, corporations, or entities, for such
consideration and in the case of the Preferred Stock, in one
or more series, all as the Board of Directors in its
discretion may determine and without any vote or other action
by the stockholders, except as otherwise required by law. The
Board of Directors, from time to time, also may authorize, by
resolution, options, warrants and other rights convertible
into Common or Preferred stock (collectively "securities.")
The securities must be issued for such consideration,
including cash, property, or services, as the Board or
Directors may deem appropriate, subject to the requirement
that the value of such consideration be no less than the par
value if the shares issued. Any shares issued for which the
consideration so fixed has been paid or delivered shall be
fully paid stock and the holder of such shares shall not be
liable for any further call or assessment or any other payment
thereon, provided that the actual value of such consideration
is not less that the par value of the shares so issued. The
Board of Directors may issue shares of the Common Stock in the
form of a distribution or distributions pursuant to a stock
divided or split-up of the shares of the Common Stock only to
the then holders of the outstanding shares of the Common
Stock.
5. Cumulative Voting. Except as otherwise required by applicable
law, there shall be no cumulative voting on any matter brought
to a vote of stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers
conferred by statute and subject to Article Sixth hereof, the
Board of Directors is expressly authorized to adopt, repeal,
rescind, alter or amend in any respect the Bylaws of the
Corporation (the "Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also
be adopted, repealed, rescinded, altered or amended in any
respect by the stockholders of the Corporation, but only by the
affirmative vote of the holders of not less than fifty-one
percent (51%) of the voting power of all outstanding shares of
voting stock, regardless of class and voting together as a
single voting class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be
managed by and under the direction of the Board of Directors.
Except as may otherwise be provided pursuant to Section 4 or
Article Forth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred
Stock, the exact number of directors of the Corporation shall be
determined from time to time by a bylaw or amendment thereto,
providing that the number of directors shall not be reduced to
less that two (2). The directors holding office at the time of
the filing of these Articles of Incorporation shall continue as
directors until the next annual meeting and/or until their
successors are duly chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each
director shall serve for a term ending on the date of the third
Annual Meeting of Stockholders of the Corporation (the "Annual
Meeting") following the Annual Meeting at which such director
was elected. All directors shall have equal standing.
Not withstanding the foregoing provisions of this Article
Eighth each director shall serve until his successor is elected
and qualified or until his death, resignation or removal; no
decrease in the authorized number of directors shall shorten the
term of any incumbent director; and additional directors,
elected pursuant to Section 4 or Article Forth hereof in
connection with rights to elect such additional directors under
specified circumstances, which may be granted to the holders of
any class or series of Preferred Stock, shall not be included
in any class, but shall serve for such term or terms and
pursuant to such other provisions as are specified in the
resolution of the Board or Directors establishing such class or
series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4
of Article Forth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred
Stock, newly created directorships resulting from any increase
in the number of directors, or any vacancies on the Board of
Directors resulting from death, resignation, removal, or other
causes, shall be filled solely by the quorum of the Board of
Directors. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of
directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have
been elected and qualified or until such director's death,
resignation or removal, whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4
or Article Fourth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred
Stock, any director may be removed from office only for cause
and only by the affirmative vote of the holders of not less than
fifty-one percent (51%) of the voting power of all outstanding
shares of voting stock entitled to vote in connection with the
election of such director, provided, however, that where such
removal is approved by a majority of the Directors, the
affirmative vote of a majority of the voting power of all
outstanding shares of voting stock entitled to vote in
connection with the election of such director shall be required
for approval of such removal. Failure of an incumbent director
to be nominated to serve an additional term of office shall not
be deemed a removal from office requiring any stockholder vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the
stockholders of the Corporation must be effective at a duly
called Annual Meeting or at a special meeting of stockholders of
the Corporation, unless such action requiring or permitting
stockholder approval is approved by a majority of the Directors,
in which case such action may be authorized or taken by the
written consent of the holders of outstanding shares of Voting
Stock having not less than the minimum voting power that would
be necessary to authorize or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable
law these Articles have been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for
any purpose or purposes may be called at any time by a majority
of the Board of Directors or by the Chairman of the Board or the
President. Special meeting may not be called by any other person
or persons. Each special meeting shall be held at such date and
time as is requested by the person or persons calling the
meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held
within or without the State of Nevada, as the Bylaws may
provide. The books of the Corporation may be kelp (subject to
any provision of the Nevada Revised Statutes) outside 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 Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever
and the stockholders shall not be personally liable for the
payment of the corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business
Combinations.
To the maximum extent permissible under the Nevada Revised
Statutes of the State of Nevada, the stockholders of the
Corporation shall be entitled to the statutory appraisal rights
provided therein, with respect to any business Combination
involving the Corporation and any stockholder (or any affiliate
or associate of any stockholder), which required the affirmative
vote of the Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal,
rescind, alter or amend in any respect any provision contained
in these Articles of Incorporation in the manner now or
hereafter prescribed by applicable law and all rights conferred
on stockholders herein granted subject to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal
liability to the Corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director or
officers involving any act or omission of any such director or
officer. The foregoing provision shall not eliminate or limit
the liability of a director (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)
under applicable Sections of the Nevada Revised Statutes, (iv)
the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes or, (v) for any transaction from which
the director derived an improper personal benefit. Any repeal or
modification of this Article by the stockholders of the
Corporation shall be prospective only and shall not adversely
affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such
repeal or modification.
Nineteenth: Name and Address of first Directors and
Incorporators.
The name and address of the incorporators of the
Corporation and the first Directors of the Board of Directors of
the Corporation which shall be one (1) in number is as follows:
DIRECTOR #1
Catherine S. Ratelle
6200 West Lanning Lane
Las Vegas, NV 89108
I, Catherine S. Ratelle, being the first director and
Incorporator herein before named, for the purpose of forming a
corporation pursuant to the Nevada Revised Statutes of the State
of Nevada, do make these Articles, hereby declaring and
certifying that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set my hand this
17th day of August, 2000.
By:/s/ Catherine S. Ratelle
Catherine S. Ratelle
ACCEPTANCE OF RESIDENT AGENT
The undersigned, Catherine S. Ratelle, 6200 West Lanning
Lane, Las Vegas, Nevada 89108, hereby accepts appointment as the
resident agent for Guideline Capital, Inc., effective this date.
Dated on the 17th day of August, 2000.
By: /s/ Catherine S. Ratelle
Catherine S. Ratelle
