EX-3(i)
ARTICLES OF INCORPORATION
OF
ENERGY OPTICS INC.
The undersigned, for the purpose of forming a corporation under the New
Mexico Business Corporation Act, hereby certifies:
ARTICLE I
The name of the corporation shall be:
ENERGY OPTICS INC.
ARTICLE II
The period of its duration shall be perpetual.
ARTICLE III
The purposes for which the corporation is organized are as follows:
A. To buy, sell, trade, manufacture, deal in, and deal with goods, wares,
and merchandise of every kind and nature, and to carry on such business as
wholesalers, retailers, importers, and exporters; to acquire all such
merchandise, supplies, materials, and other articles as shall be necessary or
incidental to such business; and to have any and all powers above set forth as
fully as natural person, whether as principals, agents, trustees, or otherwise.
B. To invest in, own, and lease real and personal property
of any and all kinds.
C. To engage in any lawful business permitted to a private corporation
under the laws of the State of New Mexico, and to have all of the corporate
powers enumerated in the New Mexico Business Corporation Act.
D. To do all things necessary and convenient for the
accomplishment or furtherance of any of the purposes stated
herein, and to do all things necessary or convenient for the
protection and benefit of the corporation.
ARTICLE IV
The corporation shall have the authority to issue 50,000 shares common
stock with a par value of $1.00 per share. The corporation shall have only one
class of stock, which shall be common stock. Fractional shares may be issued.
ARTICLE V
The corporation shall not commence business until consideration of the
value of at least $1,000.00 has been received for the issuance of shares of
stock.
ARTICLE VI
The initial registered office of said corporation shall be
1805 S. Ave D., P.O. Drawer 659, Portales, New Mexico 88130.
ARTICLE VII
Mickey d. Barnett whose address is 1805 S. Ave D., P.O.
Drawer 659 Portales, New Mexico 88130, is designated as the
initial registered agent therein and in charge thereof upon whom
process against the corporation may be served.
ARTICLE VIII
Unless otherwise determined by the board of directors no holder of stock of
the corporation shall be entitled as such, as a matter of right, to purchase or
subscribe for any stock of any class which the corporation may issue or sell.
ARTICLE IX
Cumulative voting exists with respect to shares of stock. In no event shall
any common shares be offered for sale until after the common shareholders shall
have had an opportunity to subscribe and pay therefor, except in case the
directors in their discretion find it necessary or desirable to issue common
shares directly in payment for property or other assets to be purchased or
acquired by the corporation.
ARTICLE X
The business of the corporation shall be managed by a board of directors
consisting of such number as may be provided by the by-laws. The initial board
of directors shall consist of two (2) members. The names and addresses of the
persons who are to serve as directors until the first annual meeting of
shareholders or until their successors are elected and qualified are:
Mickey D. Barnett Ed Laughlin
1805 S. Ave. D 1915 Camino Del Rex
P.O. Drawer 659 Las Cruces, New Mexico
Portales, New Mexico
ARTICLE XI
The board of directors, except as limited by the New Mexico Business
Corporation Act and these articles of incorporation, shall have the right to
make, adopt, alter, amend and repeal by- laws, fixing and altering the number of
its directors, and providing for the management of its property, the regulation
and government of its business and affairs, subject to the right of any
shareholders owning twenty-five per cent (25%) of the capital stock of the
corporation, issued and outstanding, to call a special meeting of the
shareholders, for the purpose of making, adopting, altering, amending and
repealing such by laws, and all by-laws adopted by the shareholders shall
supersede by-laws made and adopted by the board of directors in conflict
therewith.
ARTICLE XII
(a) The corporation shall have power to 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 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 expenses (including attorney's
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and , with respect to any criminal action
or proceeding, had no reasonable case to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgement, order, settlement,
conviction, or upon a plea of nolo contendere 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 or not opposed to the best interest
of the corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) The corporation shall have power to 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
judgement 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 corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's 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 or not opposed to the
best interest of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such personal shall
have 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 shall determine upon application that,
despite the adjudication of liability buit in view of all circumstances of the
case, such person is faily and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
(c) To the extent that a director, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subparagraphs (a) or (b), or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorney's fees) actually and reasonable incurred by him in connection
therewith.
(d) Any indemnification under subparagraphs (a) or (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstance because he has met the applicable standard
of conduct set forth in subparagraphs (a) or (b). Such determination shall be
made (1) 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, disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the shareholders.
(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 the
manner provided in subparagraph (d) upon receipt of an undertaking by the
corporation as authorized in this subparagraph.
(f) The indemnification provided by this subparagraph shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another 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, executors and administrators of such a person.
(g) A corporation shall have 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
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
ARTICLE XIII
The corporation may enter into contracts or transact business with on or
more of its directors, officers, or stockholders, or with any corporation,
association, trust company, organization, or other concern in which any one or
more of its directors, officers, or stockholders are directors, officers,
trustees, beneficiaries , or stockholders, or otherwise interested in other
contract or transactions in which any one or more of its directors, officers, or
stockholders in any way interested; and in the absence of fraud, no such
contract or transaction shall be invalidated or in any wise affected by the fact
that such directors, officers, or stockholders of the corporation have, or may
have, interests which are, or might be adverse to, the interests of the
corporation, even though the vote or action of directors, officer or
stockholders having such adverse interests may have been necessary to obligate
the corporation upon such contract or transaction. At any meeting of the board
of directors of the cooperation (or any duly authorized committee thereof) which
shall authorize or ratify any such contract or transaction, any such director or
directors may vote or act thereat with like force and effect as if he had not
such interest, provided in such case the nature of such interest (though not
necessarily the extent or details thereof) shall be disclosed, or shall have
been known to the directors or a majority thereof. A general notice that a
director or officer is interested in any corporation or other concern of any
kind above referred to shall be sufficient disclosure as to such director or
officer with respect to all contracts and transactions with such corporation or
other concern. No director shall be disqualified from holding office as a
director or officer of the corporation by reason of any such adverse interests.
In the absence of fraud, no director, officer or stockholder having such adverse
interest shall be liable o the corporation or to any stockholder or creditor
thereof, or to any other person for any loss incurred by it under or by reason
of such contract or transaction nor shall any such director, officer, or
stockholder be accountable for any gains or profits realized thereon.
ARTICLE XIV
The name and address of each incorporator is:
Michey D Barnett
1805 S. Ave. D
P.O. Drawer 659
Portales, NM 88130
\s\ Mickey D. Barrett
Mickey D. Barnett
STATE OF NEW MEXICO
COUNTY OF ROOSEVELT
On this 16th day of May, 2000, before me personally appeared Mickey D.
Barnett to me known to be the person described in and who executed the foregoing
instrument and acknowledged that he executed the same as his free act and deed.
Witness my hand and seal the day and year last above written.
My Commission Expires:
07/26/81 /S/ Denise Wall
Notary Public
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