EXHIBIT 3(i)
ARTICLES OF INCORPORATION
OF
Galaxy Investments, Inc.
The undersigned natural person, more than eighteen years of age, hereby
establishes a corporation pursuant to the statutes of Colorado and adopts the
following Articles of Incorporation:
FIRST: The name of the corporation is:
Galaxy Investments, Inc.
Principal office 555 E. 10th Ave., #101
Denver, Colorado 80203
SECOND: The corporation shall have perpetual existence.
THIRD: (a) The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the laws of the
State of Colorado.
(b) In furtherance of the foregoing purpose, the corporation
shall have and may exercise all of the rights, powers and privileges now or
hereafter conferred upon corporations organized under the laws of the State of
Colorado. In addition, it may do everything, necessary, suitable or proper for
the accomplishment of' any of its corporation purposes.
FOURTH: (a) The aggregate number of shares which the corporation shall
have authority to issue is One Hundred Million (100,000,000) shares of common
stock, $.001 par value, and Twenty-five Million (25,000,000) shares of preferred
stock, $.001 par value. These preferred shares may be issued in one or more
series at the discretion of the Board of Directors.
(b) Each shareholder of record shall have one vote for each
share of common stock standing in his or her name on the books of the
corporation and entitled to vote, except that in the election of directors he or
she shall have the right to vote such number of shares for as many persons as
there are directors to be elected. Cumulative voting shall not be allowed in
the election of directors or for any other purpose.
(c) No shareholder of the corporation shall have any preemptive
or similar right to acquire any additional unissued or treasure shares of stock,
or for other securities of any class, or for right, warrants, options to
purchase stock or for scrip, or for securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.
(d) The Board of Directors may, from time to time, distribute
to the shareholders in partial liquidation, out of stated capital or capital
surplus of the corporation, a portion of its assets, in cash or property,
subject to the limitations contained in the statutes of Colorado.
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FIFTH: The Board of Directors shall be composed of not less than two nor
more than nine directors. The initial Board of Directors of the corporation who
shall serve as directors until the first annual meeting of shareholders or until
their successors are elected and shall qualify are as follows:
NAMES ADDRESS
Greg Burnett #903-456 Moberly Road
Director Vancouver, B.C. V5Z 4L7
Terry Amisano 7490 Aubrey Street.
Director Burnaby, B.C. V5K 1A6
Kevin Hanson 3345 Huntleigh Cr.
Director North Vancouver, B.C. V7H 1C9
SIXTH: The address of the initial registered office of the corporation is:
555 East 10th Avenue, Suite 101, Denver, CO 80203.
The name and address of its initial registered agent is Raul N. Rodriguez,
555 East 10th Avenue, Suite 101, Denver, CO 80203.
Signature of the registered agent: __________________________________________
Raul N. Rodriguez
SEVENTH: (a) The corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee, fiduciary or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses
(including attorney fees), judgments, fines, and amounts paid in settlement
actually and reasonably believed to be in the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, or conviction or upon a pleas of nolo
contenders or its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner which he reasonably believed
to be in the best interests of the corporation and, with respect to any criminal
action or proceeding, had reasonable cause to believe his conduct was unlawful.
(b) The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the
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corporation as a director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in the best interests of
the corporation: but no indemnification shall be made in respect of any claim,
issue, or matter as to which such person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability,
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which such court deems
proper.
(c) To the extent that a director, officer, employee, fiduciary
or agent of a corporation has been successful on the merits in defense of any
action, suit, or proceeding referred to in (a) or (b) of this Article VII or in
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorney fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under (a) or (b) of this Article VII
(unless ordered by a court) and as distinguished from (c) of this Article shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee, fiduciary
or agent is proper in the circumstances because he has meet the applicable
standard of conduct set forth in (a) or (b)) above. Such determination shall be
made by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding, or, if such
a quorum is not obtainable, or, even if obtainable if a quorum of disinterested
directors so directs.
(e) Expenses (including attorney's fees) incurred in defending a
civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in Section (d) of this Article, upon receipt of an undertaking by or
on behalf of the director, officer, employee or agent to repay Such amount,
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation as authorized in this Article.
(f) The Board of Directors may exercise the corporation's power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under these Articles of Incorporation, the Bylaws, agreements, vote
of the shareholders or disinterested directors, or otherwise, both as to action
in his official capacity and as to action in another
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capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs and personal representatives of such a person.
EIGHT: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation and the same are
in furtherance of and not in limitation of the powers, conferred by law:
No contract or other transaction between this corporation and one or more of
its directors, officers, or stockholders or between this corporation and any
other corporation, firm or association in which one or more of its officers,
directors, or stockholders are officers, directors or stockholders shall be
either void or voidable (1) if at a meeting of' the board of directors or
committee authorizing or ratifying the contract of transaction there is a quorum
of persons not so interested in the contract or other transaction is approved
by a majority of such quorum or (2) if the contract or other transaction is
ratified at an annual or special meeting of stockholders, or (3) if the contract
or other transaction is just and reasonable to the corporation of the time it is
made, authorized or ratified.
NINTH: The name and address of the incorporator is:
Raul N. Rodriguez
555 East 10th Avenue, Suite 101
Denver, CO 80203
DATED THIS: 13rd DAY OF DECEMBER, 1999.
_________________________________
Raul N. Rodriguez
Incorporator and Registered Agent
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