Articles of Incorporation
of
eCom.com, Inc.
Know all men by these present that the undersigned has this day
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, states and
certifies that the articles of incorporation are as follows:
First: Name.
The name of the corporation is eCom.com, Inc. (hereinafter
referred to as "Corporation").
Second: Resident Agent and Address.
The name and address of the Corporation's resident agent and the
principal or statutory address in the State of Nevada is
Corporate Service Center, 1475 Terminal Way, Suite E, Reno,
Nevada 89502, 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; and
(p) The Corporation shall have the power to enter partnerships,
general or limited, or joint ventures, in connection with any
lawful activities.
Fourth: 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 is Two Hundred Million (200,000,000), consisting of One
Hundred Ninety Million (190,000,000) shares of common stock, par
value of $0.001 per share ("Common Stock"), and Ten Million
(10,000,000) shares of preferred stock, par value of $0.001 per
share ("Preferred 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 unissued 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;
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 ("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 seventy-five
percent (75%) 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 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, 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 Fourth 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 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,
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 form office only for cause and only
by the affirmative vote of the holders of not less than fifty
percent (50%) 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 kept (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 shall 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
officer 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 Director and Incorporator.
The name and address of the Incorporator of the Corporation
and the first Director of the Board of Directors of the
Corporation which shall be one (1) in number is as follows:
Brian F. Faulkner, Esq.
3900 Birch Street, Suite 113
Newport Beach, California 92660
I, Brian F. Faulkner, being the 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 30th day of May, 2000.
/s/ Brian F. Faulkner
Brian F. Faulkner
Verification
State of California
SS
County of Orange
On this 30th day of May, 2000, before me, the undersigned, a
Notary Public in and for said State, personally appeared Brian F.
Faulkner, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person who subscribed his name
to the Articles of Incorporation and acknowledged to me that he
executed the same freely and voluntarily and for the use and
purposes therein mentioned.
By: /s/
Notary Public in and for said
County and State
