EXHIBIT 2.1
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ARTICLES OF INCORPORATION
OF
THE FLAG GROUP, INC.
A FLORIDA CORPORATION
The undersigned, acting as Incorporator of THE FLAG GROUP, INC., a
Florida corporation (the "Corporation") under the Florida Business Corporation
Act, Chapter 607 of the Florida Statutes, hereby adopts the following Articles
of Incorporation for such Corporation:
ARTICLE I
NAME
The name of the Corporation is THE FLAG GROUP, INC. and the street
address of the initial principal office of the Corporation is 3000 NE 30th
Place, Suite 107, Fort Lauderdale, Florida 33306.
ARTICLE II
PURPOSE
The Corporation is organized for the purpose of transacting any and all
lawful business for which corporations may be incorporated under the laws of the
State of Florida.
ARTICLE III
CAPITAL STOCK
The Corporation is authorized to issue l0,000,000 shares of $.001 par
value Common Stock and 50,000,000 shares of $.001 par value preferred stock.
PREPARED BY: Gerald W. Glitter, Esquire
English, McCaughan & O'Bryan, P.A.
100 Northeast Third Avenue, Suite 1100
Fort Lauderdale, Florida 33301
(954) 462-3300
Florida Bar No. 0144517
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The holders of record of the common and the preferred stock shall be
entitled to cash dividends when, as and if declared by the Board of Directors,
and as to preferred stock at the rate per share per annum and at the time and in
the manner determined by the Board of Directors in the resolution authorizing
each series of preferred stock.
In the event of any voluntary or involuntary liquidation, dissolution
or winding up on the Corporation, the holders of record of the outstanding
preferred stock shall be entitled to the amount payable upon their shares as
determined by the Board of Directors in the resolution authorizing each series
of preferred stock. After payment to the holders of the preferred stock of the
amount payable to them as set forth above, the remaining assets of the
Corporation shall be payable to, and distributed ratably among the holders of
record of the common stock in accordance with the resolutions of the Board of
Directors authorizing each series of common stock.
The Board of Directors is hereby expressly authorized to issue the
preferred stock of the Corporation in one or more series as it may determine by
resolution from time to time. In the resolution establishing a series, the Board
of Directors shall give to the series a distinctive designation so as to
distinguish it from all other series and classes of stock, shall determine the
number of shares in such series and shall fix the relative rights and
preferences thereof. Between series, the Board of Directors may establish
variations as to the following: (1) the rate of dividends; (2) the manner of
payment of dividends; (3) whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption; (4) the amount
payable upon shares in the event of involuntary liquidation; (5) amount payable
upon shares in the event of voluntary liquidation; (6) sinking fund provision,
if any, for the redemption or purchase of shares; (7) the terms and conditions,
if any, upon which shares may be converted; and (8) voting rights, if any. In
all other respects, shares of preferred stock of the Corporation shall be
identical and all of the shares of any one series shall be alike in every
particular. The rights of the common stock of the corporation will be subject to
the preferences of the preferred stock in the distribution of dividends or the
distribution of assets in the event of liquidation and may be subject to other
relative rights and preferences of the preferred stock of each series as fixed
from time to time by the Board of Directors.
All stock of the Corporation, including common stock and preferred
stock, shall be issued only upon the receipt of the full consideration fixed for
the issuance of such stock. Said stock, once issued, shall be fully paid and
nonassessable.
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No holder of shares of any class of the Corporation shall have any
preemptive rights to subscribe for or acquire additional shares of the
Corporation of the same or any other class, whether such shares shall be hereby
or hereafter authorized; and no holder of shares of any class of the Corporation
shall have any right to acquire any shares which may be held in the treasury of
the Corporation; all such additional or treasury shares may be issued for such
consideration, at such time, and to such person or persons as the Board of
Directors may from time to time determine.
ARTICLE IV
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the Corporation
is 3000 NE 30th Place, Suite 107, Fort Lauderdale, Florida 33306, and the name
of the initial Registered Agent of the Corporation at that address is Stephen
McConihay.
ARTICLE V
INITIAL BOARD OF DIRECTORS
The Corporation shall initially have two Directors to hold office until
the first Annual Meeting of Shareholders and their successors shall have been
duly elected and qualified, or until their earlier resignation, removal from
office or death. The names and addresses of the initial Directors of the
Corporation are:
Name Address
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Stephen McConihay 2350 Lakeshore Drive
Clearwater, Florida 33759
Theodore Joseph Bertuca 152 McGavock Pike
Nashville, Tennessee 37214
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ARTICLE VI
INCORPORATOR
The name and address of the Incorporator of the Corporation is Gerald
W. Glitter, Esquire, English, McCaughan & O'Bryan, P.A., 100 Northeast Third
Avenue, Suite 1100, Fort Lauderdale, Florida 33301.
IN WITNESS WHEREOF, the undersigned Incorporator has executed these
Articles of Incorporation this _4th ______ day of February, 2000.
/s/
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GERALD W. GRITTER, Incorporator
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ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT
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Having been named as Registered Agent to accept service of process for
THE FLAG GROUP, INC. at the place designated in the foregoing Articles of
Incorporation, we hereby accept the appointment as Registered Agent and agree to
act in this capacity. We further agree to comply with the provisions of the
Florida Business Corporation Act relating to the proper and complete performance
of my duties, and we are familiar with and accept the obligations of my position
as Registered Agent.
Dated: February 4, 2000 By:
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DEBRA H. CHRYSTIE, Assistant Secretary
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