Exhibit 3.(i)2
ARTICLES OF INCORPORATION
OF
A Nevada Corporation
I, the undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under and pursuant to Chapter 78 of the Nevada
Revised Statutes the general corporation laws of the State of Nevada, to do
business both within and without the State of Nevada, do make and file these
Articles of Incorporation hereby declaring and certifying that the facts herein
stated are true:
ARTICLE I
NAME
The name of the corporation is: DATANET INFORMATION SYSTEMS, INC.
ARTICLE II
PRINCIPAL OFFICE
Section 2.01 Resident Agent. The name and address of its resident agent
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for service process is Nevada & Offshore Business Formation, Inc. 711 S. Carson
Suite 4 Carson City, Nevada 89701.
Section 2.02 Other offices.The corporation may also maintain offices for
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the transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kind and nature may be conducted, and meetings of directors and shareholders
held outside the State of Nevada with the same effect as if in the State of
Nevada.
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ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class.The amount of the total authorized capital
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stock of this corporation is Ten Million (10,000,000) common stock shares and
Ten Million (10,000,000) authorized preferred shares both and with a par value
of $0.001. The Common Stock may be issued from time to time without action by
the stockholders. The Common Stock may be issued for such consideration as may
be fixed from time to time by the Board of Directors.
The Board of Directors may issue such shares of common stock in one of more
series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.
Section 4.03 Assessment of Shares. The Common Stock of the corporation,
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after the amount of the subscription price has been paid, in money, property or
services, as the directors shall determine, shall not be subject to assessment
to pay the debts of the corporation, nor for any other purpose, and no stock
issued as fully paid shall ever be assemble or assessed, and the Articles of
Incorporation shall not be amended in this particular.
ARTICLE V
DIRECTORS
Section 5.01 Governing Board.The members of the board of the corporation
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shall be styled directors.
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Section 5.02 Initial Board of Directors.The Board of Directors shall
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consist of at least one (1) but no more than five (5) members. The name(s) and
address(s) of the initial members of the Board of Directors are as follows:
NAME ADDRESS
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Dwight Alan Teegardin of 711 S. Carson Suite 4 Carson City, Nevada 89701.
These Individuals shall serve as Directors until the first annual meeting of the
shareholders or until the successors shall have been elected and qualified.
Section 5.03 Change in the Number of Directors.The number of directors may
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be increased or decreased by duly adopted amendment to the Bylaws of the
corporation.
ARTICLE VII
INCORPORATORS
The name and address of the sole incorporator is Sandra L. Miller 711 S.
Carson, Carson City, Nevada 89701.
ARTICLE VII
PERIOD OF DURATION
This corporation is to have A PERPETUAL existence.
ARTICLE VIII
DIRECTORS, AND OFFICERS' LIABILITY
A director or offices of the corporation shall not be personally liable to
this corporation or its stockholders for damages for breach of fiduciary duty as
a director or officer, but the article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful
payment of dividends. 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 and omissions prior to such repeal or
modification.
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ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any action, suit or proceeding, weather civil, criminal,
administrative or investigate, by reason of the fact the he, or a person of whom
he is the legal representative, is or was a director or officer of another
corporation, or a s the representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada from time to time
against all expenses, liability and loss (including attorneys' fees, judgements,
fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connections therewith. Such right of indemnification shall
be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire, and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote or stockholders, provision
of law, or otherwise, as well as their rights under this Article.
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Without limiting the application of the foregoing, the Board of Directors
may adopt Bylaws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted by the laws of the State of
Nevada, and may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as director or officer of
another corporation, or as is representative in a partnership, joint venture,
trust or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, weather or not the
corporation would have the power to indemnify such person.
The indemnification provided in this Article 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, executors and administrators of such person.
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.03 which cannot
be amended, this corporation reserves the right to amend, alter, change, or
repeal and provision contained in these Articles of Incorporation or its Bylaws,
in the manner now or hereafter prescribed by the statue or by these Articles of
Incorporation or said Bylaws, and all rights conferred upon the shareholders are
granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
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In futherance, and not in limitation of the powers conferred by the statue,
the Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the shareholders, to
make, alter or repeal the Bylaws of the corporation;
(2) To authorize and cause to be executed mortgages and liens, with or
without limit as to amount, upon the real and personal
property of the corporation;
(3) To authorize the guaranty by the corporation of securities,
evidences of indebtedness and obligations of other persons,
corporation and business entities;
(4) To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and
to abolish and such reserve; and
(5) By resolution adopted by a majority of the whole board, to
Designate one or more committees, each committee to consist of
one or more of the Directors of the corporation, which, to
the extent provided in the resolution or in the By-laws of the
directors in the management of the business and affairs of the
corporation, any may authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the
Bylaws of the corporation Of as may be determined from time to
time by resolution adopted by the Board of Directors.
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All corporate powers of the corporation shall be exercised by the Board of
Directors except as otherwise provided herein or by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day December, 1999
hereby declaring and certifying that the facts stated herein above are true.
\S\ Sandra L. Miller
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Sandra L. Miller
Sole Incorporator
ACKNOWLEDGEMENT
STATE OF NEVADA
: SS
CITY OF CARSON
On this 8th day of December, 1999 Sandra L. Miller personally appeared be
for me, a Notary Public, and acknowledged to me that she executed the foregoing
instrument for the purposes therein set forth.
\s\Patricia A. Bozier
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NOTARY PUBLIC
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
IN THE MATTER OF: DataNet Information Systems Inc.
Nevada & Offshore Business Formation, Inc., with address at 711 S. Carson,
Carson City, Nevada 89701, hereby accepts the appointment as Resident Agent of
the above-entitled corporation in accordance with NRS 78.090.
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Furthermore, that the mailing address for the above registered office is as
set forth above.
IN WITNESS WHEREOF, I hereunto set my hand this 8th day of December 1999.
\s\Sandra L. Miller
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Sandra L. Miller
Nevada & Offshore Business Formation, Inc
Resident Agents
RESIGNATION OF INITIAL DIRECTOR, OFFICER OR AGENT OF:
DATANET INFORMATION SYSTEMS, INC.
I Dwight Alan Teegardin, do hereby resign as initial director, officer or agent
for DATANET INFORMATION SYSTEMS, INC.
The purpose of acting as director, officer or agent was for the purpose of
Incorporation only.
This resignation is effective as of the date set forth below.
\s\Dwight Alan Teegardin December 10, 1999
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