ARTICLES OF INCORPORATION
ALL THINGS INC.
WE THE UNDERSIGNED NATURAL PERSONS OF THE AGES OF TWENTY-ONE (21) OR MORE,
ACTING AS INCORPORATORS OF A CORPORATION UNDER THE GENERAL CORPORATION LAW OF
NEVADA, ADOPT THE FOLLOWING ARTICLES OF INCORPORATION:
ARTICLE I
NAME: THE NAME OF THE CORPORATION IS ALL THINGS INC.
ARTICLE II
REGISTERED OFFICE AND AGENT: THE ADDRESS OF THE CORPORATION'S
PRINCIPAL OFFICE IS 2050 ELLIS WAY, IN THE CITY OF ELKO, STATE OF NEVADA. THE
INITIAL AGENT FOR SERVICE OF PROCESS AT THAT ADDRESS WILL BE GATEWAY
ENTERPRISES INC.
ARTICLE III
PURPOSE: THE PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED ARE
TO ENGAGE IN ANY ACTIVITY OR BUSINESS NOT IN CONFLICT WITH THE LAWS OF THE
STATE OF NEVADA OR OF THE UNITED STATES OF AMERICA, AND WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SPECIFICALLY:
1. TO HAVE AND TO EXERCISE ALL THE POWERS NOW OR HEREAFTER
CONFERRED BY THE LAWS UNDER WHICH THE CORPORATION IS ORGANIZED AND ANY AND ALL
ACTS AMENDATORY THEREFORE AND SUPPLEMENTAL THERETO.
2. TO DISCOUNT AND NEGOTIATE PROMISSORY NOTES, DRAFTS, BILLS OF
EXCHANGE, AND OTHER EVIDENCE OF DEBTS, AND TO COLLECT FOR OTHERS MONEY DUE
THEM ON NOTES, CHECKS, DRAFTS,
3. TO PURCHASE OR OTHERWISE ACQUIRE, OWN, HOLD, LEASE, SELL,
EXCHANGE, ASSIGN, TRANSFER, MORTGAGE, PLEDGE, OR OTHERWISE DISPOSE OF, TO
GUARANTY, TO INVEST, TRADE, AND DEAL IN AND WITH PERSONAL PROPERTY OF EVERY
CLASS AND DESCRIPTION.
4. TO ENTER INTO ANY KINK OF CONTRACT OR AGREEMENT, COOPERATIVE OR
PROFIT SHARING PLAN WITH ITS OFFICERS OR EMPLOYEES THAT THE CORPORATION MAY
DEEM ADVANTAGEOUS OR EXPEDIENT OR OTHERWISE TO REWARD OR PAY SUCH PERSONS FOR
THEIR SERVICES AS THE DIRECTORS MAY DEEM FIT.
5. TO PURCHASE, LEASE, OR OTHERWISE ACQUIRE, IN WHOLE OR IN PART,
THE BUSINESS, THE GOOD WILL, RIGHTS, FRANCHISES AND PROPERTY OF EVERY KIND,
AND TO UNDERTAKE THE WHOLE OR ANY PART OF ASSETS OR LIABILITIES, OF ANY
PERSON, FIRM, ASSOCIATION, NON-PROFIT OR PROFIT CORPORATION, OR OWN PROPERTY
NECESSARY OR SUITABLE FOR ITS PURPOSES, AND TO PAY THE SAME IN CASH, IN THE
STOCKS OR BONDS OF THIS COMPANY OR OTHERWISE, TO HOLD OR IN ANY MANNER DISPOSE
OF THE WHOLE OR ANY PART OF THE BUSINESS OR PROPERTY SO ACQUIRED AND TO
EXERCISE ALL OF THE POWERS NECESSARY OR INCIDENTAL TO THE CONDUCT OF SUCH
BUSINESS.
6. TO LEND OR BORROW MONEY AND TO NEGOTIATE AMD MAKE LOANS, EITHER
ON ITS OWN ACCOUNT OR AS AGENT, OR BROKER FOR OTHERS.
7. TO ENTER INTO, MAKE, PERFORM AND CARRY OUT CONTACTS OF EVERY
KIND AND FOR ANY LAWFUL PURPOSE, WITHOUT LIMIT AS TO AMOUNT WITH ANY PERSON,
FIRM, ASSOCIATION, COOPERATIVE PROFIT OR NON-PROFIT CORPORATION, MUNICIPALITY,
STATE OR GOVERNMENT OR ANY SUBDIVISION, DISTRICT OR DEPARTMENT THEREFORE.
8. TO BUY, SELL, EXCHANGE, NEGOTIATE, ON OTHERWISE DEAL IN, OR
HYPOTHECATE SECURITIES, STOCKS, BONDS, DEBENTURES, MORTGAGES, NOTES OR OTHER
COLLATERALS OR SECURITIES, CREATED OR ISSUED BY ANY CORPORATION WHEREVER
ORGANIZED, INCLUDING THIS CORPORATION, WITHIN SUCH LIMITS AS MAY BE PROVIDED
BY LAW, AND WHILE OWNER OF ANY SUCH STOCKS OR OTHER COLLATERALS TO EXERCISE
ALL RIGHTS, POWERS AND PRIVILEGES OF OWNERSHIP, INCLUDING THE RIGHT TO VOTE
THE SAME, TO SUBSCRIBE FOR STOCK IN ANY CORPORATION TO BE ORGANIZED, OTHER
THAN TO PROMOTE THE ORGANIZATION THEREOF.
9. TO PURCHASE OR OTHERWISE ACQUIRE, OWN, HOLD, LEASE, SELL,
EXCHANGE, ASSIGN, TRANSFER, MORTGAGE, PLEDGE, LICENSE OR OTHERWISE DISPOSE OF
ANY LETTERS, PAYMENTS, COPYRIGHTS, OR TRADEMARKS OF EVERY CLASS AND
DESCRIPTION.
10. TO DO ANY AND ALL OTHER SUCH ACTS, THINGS, BUSINESS OR
BUSINESSES IN ANY MANNER CONNECTED WITH OR NECESSARY, INCIDENTAL, CONVENIENT
OR AUXILIARY TO DO ANY OF THESE OBJECT HEREINBEFORE ENUMERATED, OR CALCULATED,
DIRECTLY OR INDIRECTLY, TO PROMOTE THE INTEREST OF THE CORPORATION, AND IN
CARRYING ON ITS PURPOSES, OR FOR THE PURPOSE OF OBTAINING OR FURTHERING ANY OF
ITS BUSINESS, TO DO ANY AND ALL ACTS AND THINGS, AND TO EXERCISE ANY AND ALL
OTHER POWERS WHICH A CO-PARTNER OR NATURAL PERSON COULD DO OR EXERCISE, AND
WHICH NOW OR HEREAFTER MAY BE AUTHORIZED BY LAW, AND HERE AND IN ANY OTHER
PART OF THE WORLD.
11. THE SEVERAL CLAUSES CONTAINED IN THIS STATEMENT OF POWERS
SHALL BE CONSTRUED AS BOTH PURPOSES AND POWERS, AND THE STATEMENTS CONTAINED
IN EACH OF THESE CLAUSES SHALL BE IN NO WAY LIMITED OR RESTRICTED, BY
REFERENCES TO OR INFERENCE FROM THE TERMS OF ANY OTHER CLAUSES, BOTH SHALL BE
REGARDED AS INDEPENDENT PURPOSES AND POWERS, AND NO RECITATIONS, EXPRESSION OR
DECLARATION OF SPECIFIC OR SPECIAL POWERS OR PURPOSES HEREIN ENUMERATED SHALL
BE DEEMED TO BE EXCLUSIVE, BUT IT IS HEREBY EXPRESSLY DECLARED THAT ALL OTHER
LAWFUL POWERS NOT INCONSISTENT HEREWITH, ARE HEREBY INCLUDED.
ARTICLE V
STOCK: THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE
AUTHORITY TO ISSUE IS 100,000,000 SHARES AT A PAR VALUE OF $.000l PER SHARE.
ALL STOCK WHEN ISSUED SHALL BE FULLY PAID AND NON-ASSESSABLE.
NO HOLDER OF SHARES OF COMMON STOCK OF ME CORPORATION SHALL BE ENTITLED,
AS SUCH, TO ANY PRE-EMPTIVE OR PREFERENTIAL RIGHTS TO SUBSCRIBE TO ANY
UNISSUED STOCK OR ANY OTHER SECURITIES WHICH THE CORPORATION MAY NOW OR
THEREAFTER BE AUTHORIZED TO ISSUE. THE BOARD OF DIRECTORS OF THE CORPORATION
MAY, HOWEVER, AT ITS DISCRETION, BY RESOLUTION DETERMINE THAT ANY UNISSUED
SECURITIES OF THE CORPORATION SHALL BE OFFERED FOR SUBSCRIPTION SOLELY TO THE
HOLDERS OF COMMON STOCK OF THE CORPORATION OR SOLELY TO THE HOLDERS OF ANY
CLASS OR CLASSES OR SUCH STOCK, IN SUCH PROPORTIONS BASED ON STOCK OWNERSHIP
AS SAID BOARD AT ITS DISCRETION MAY DETERMINE.
EACH SHARE OF COMMON STOCK SHALL BE ENTITLED TO ONE VOTE AT STOCKHOLDERS
MEETINGS, EITHER IN PERSON OR BY PROXY. CUMULATIVE VOTING IN ELECTIONS OF
DIRECTORS AND ALL OTHER MATTERS BROUGHT BEFORE STOCKHOLDERS MEETINGS, WHETHER
THEY BE ANNUAL OR SPECIAL, SHALL NOT BE PERMITTED.
ARTICLE VI
STOCKHOLDERS MEETING: MEETINGS OF THE SHAREHOLDERS SHALL BE HELD AT SUCH
PLACE WITHIN OR WITHOUT THE STATE OF NEVADA AS MAY BE PROVIDED BY THE BYLAWS
OF THE CORPORATION. SPECIAL MEETINGS OF THE SHAREHOLDERS MAY BE CALLED BY THE
PRESIDENT OR ANY OTHER EXECUTIVE OFFICER OF THE CORPORATION, THE BOARD OF
DIRECTORS, OR ANY MEMBER THEREOF, OR BY THE SECOND HOLDER OR HOLDERS OF AT
LEAST TEN PERCENT (10%) OF ALL SHARES ENTITLED TO VOTE AT THE MEETING. ANY
ACTION OTHERWISE REQUIRED TO BE TAKEN AT A MEETING OF THE SHAREHOLDERS, EXCEPT
ELECTION OF DIRECTORS, MAY BE TAKEN WITHOUT A MEETING IF A CONSENT IN WRITING,
SETTING FORTH THE ACTION SO TAKEN, SHALL BE SIGNED BY SHAREHOLDERS HAVING AT
LEAST A MAJORITY OF THE VOTING POWER.
ARTICLE VII
COMMENCING BUSINESS: THE CORPORATION SHALL NOT COMMENCE BUSINESS UNTIL
AT LEAST $1,000.00 HAS BEEN RECEIVED BY IT AS CONSIDERATION FOR THE ISSUANCE
OF SHARES.
ARTICLE VIII
STOCK RIGHTS: THE BOARD OF DIRECTORS SHALL HAVE THE AUTHORITY TO
DETERMINE THE CLASSES AND SERIES OF ANY SUBSEQUENT STOCK ISSUED BY THE
CORPORATION AND THE RIGHT AND PREFERENCES PERTAINING THERETO.
ARTICLE IX
BOARD OF DIRECTORS: A MAJORITY OF THE BOARD OF DIRECTORS SHALL BE
NECESSARY TO CONSTITUTE A QUORUM, AND, WHEN SO CONSTITUTED, THE BOARD SHALL BE
AUTHORIZED TO TRANSACT SUCH BUSINESS AS MAY BE DELEGATED TO IT BY THE
STOCKHOLDERS AND WHENEVER THE BOARD OF DIRECTORS SHALL BE SO ASSEMBLED AND ACT
AS A BOARD, EITHER WITHIN OR WITHOUT THE STATE OF NEVADA, ANY ACTION TAKEN
SHALL BE THE ACTION OF THE BOARD OF DIRECTORS AND SHALL BE BINDING UPON THE
CORPORATION, PROVIDED THAT THREE DAYS PRIOR NOTICE, GIVEN EITHER ORALLY OR IN
WRITING, OF THE TIME AND PLACE OF THE MEETING AND OF THE NATURE OF THE
BUSINESS PROPOSED TO BE TRANSACTED SHALL HAVE BEEN GIVEN TO THE ENTIRE BOARD
OF DIRECTORS, UNLESS SUCH NOTICE BE WAIVED AS HEREINAFTER PROVIDED. ANY
DIRECTOR MAY WAIVE NOTICE OF ANY MEETING, AND IN THE EVENT OF SUCH WAIVER,
NOTICE SHALL BE IN WRITING OR A WRITTEN MEMORANDUM SHALL BE MADE OF ANY ORAL
WAIVER OR NOTICE.
ARTICLE X
OFFICERS: THE OFFICERS OF THE CORPORATION SHALL CONSIST OF A BOARD OF
DIRECTORS OF NOT LESS THAN THREE NOR MORE THAN TWENTY-FIVE. A CHAIRMAN OF THE
BOARD OF DIRECTORS, A PRESIDENT, A VICE-PRESIDENT, A SECRETARY AND A
TREASURER, WHO SHALL PERFORM SUCH DUTIES AND HAVE SUCH AUTHORITY AS USUALLY
PERTAINS TO SUCH OFFICERS OF A CORPORATION OR AS MAY BE PRESCRIBED BY THE
BOARD OF DIRECTORS FROM TIME TO TIME.
QUALIFICATION OF OFFICERS: OFFICERS AND DIRECTORS OF THE CORPORATION NEED
NOT BE RESIDENTS OF THE STATE OF NEVADA AND NEED NOT OWN SHARES OF THE
CORPORATION'S STOCK. THE SECRETARY AND TREASURER MAY, BUT NEED NOT BE, THE
SAME PERSON.
ELECTION: DIRECTORS SHALL BE ELECTED AT THE ANNUAL MEETING OF THE
SHAREHOLDERS, AND THE PERSONS RECEIVING THE HIGHEST NUMBER OF VOTES SHALL BE
DECLARED DULY ELECTED, PROVIDING SUCH NUMBERS SHALL REPRESENT A MAJORITY OF
ALL VOTES CAST. WITHIN TEN (10) DAYS AFTER THE ELECTION, THE DIRECTORS SHALL
MEET AND ELECT A PRESIDENT, VICE-PRESIDENT, SECRETARY AND TREASURER.
TERM OF OFFICE: THE TERM OF OFFICE OF ALL DIRECTORS AND OFFICERS SHALL
BE ONE YEAR, PROVIDED ALL DIRECTORS AND OFFICERS SHALL HOLD OFFICE UNTIL THEIR
SUCCESSORS AND DULY ELECTED AND QUALIFIED.
RESIGNATION OF OFFICERS: ANY OFFICER OR DIRECTOR MAY RESIGN BY FILING HIS
WRITTEN RESIGNATION WITH THE SECRETARY OF THE CORPORATION, OR IN THE CASE OF
THE SECRETARY, WITH THE PRESIDENT OF THE CORPORATION AND UPON ACCEPTANCE
THEREOF BY THE BOARD OF DIRECTORS OR IF SUCH BOARD SHALL NEGLECT TO ACT UPON
THE RESIGNATION WITHIN FOURTEEN (14) DAYS AFTER RECEIPT, THE RESIGNATION SHALL
BECOME EFFECTIVE AND THE OFFICE BE DEEMED VACANT.
REMOVAL OF OFFICERS: ANY OFFICER OR DIRECTOR OF THE CORPORATION MAY BE
REMOVED AT ANY TIME WITHOUT CAUSE IN THE MANNER PROVIDED BY THE LAWS OF THE
STATE OF NEVADA FOR THE REMOVAL OF SUCH OFFICER OR DIRECTOR, OR BY A MAJORITY
VOTE OF THE OUTSTANDING STOCK OF THE CORPORATION AT ANY SPECIAL MEETING OF THE
STOCKHOLDERS CALLED FOR THAT PURPOSE AS HEREIN PROVIDED.
VACANCIES: IN THE CASE OF DEATH, DISABILITY, OR RESIGNATION OF ANY
OFFICER ON DIRECTOR OF THE COMPANY, THE REMAINING DIRECTORS OR DIRECTOR OF THE
COMPANY, EVEN THOUGH LESS THAN A QUORUM, SHALL FILL VACANCIES FOR THE
UNEXPIRED TERM OR TERMS.
ARTICLE XI
ORIGINAL DIRECTORS: THE NUMBER OF DIRECTORS CONSTITUTING THE INITIAL
BOARD OF DIRECTORS OF THE CORPORATION IS THREE (3), AND THE NAMES AND
ADDRESSES OF THE PERSONS WHO ARE TO SERVE AS DIRECTORS UNTIL THE FIRST ANNUAL
MEETING OF THE SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND
QUALIFIED ARE:
1. KURTIS D. HUGHES 2325 ARBOR LANE SALT LAKE CITY UTAH 84117
2. SHIRRELL W. HUGHES 2929 HILLSDEN DRIVE SALT LAKE CITY UTAH 84117
3. KELLY H. HUNSAKER 2325 ARBOR LANE SALT LAKE CITY UTAH 84117
ARTICLE XII
DURATION: THE PERIOD OF DURATION OF THE CORPORATION SHALL BE PERPETUAL.
ARTICLE XIII
AMENDMENT: THESE ARTICLES OF INCORPORATION, BY VOTE OF NOT LESS THAN 50
PERCENT OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF THE CORPORATION, MAY BE
DEEMED AMENDED IN ANY RESPECT AMENDABLE AT LAW AT ANY MEETING. A COPY OF THE
PROPOSED AMENDMENT SHALL BE GIVEN TO THE STOCKHOLDERS AS PROVIDED IN ARTICLE
VI HEREOF, FOR CALLING AND HOLDING MEETINGS TO THE STOCKHOLDERS.
ARTICLE XIV
BY-LAWS: THE BOARD OF DIRECTORS SHALL HAVE AUTHORITY TO ADOPT SUCH
BY-LAWS AS IN THEIR JUDGMENT MAY BE DEEMED NECESSARY OR ADVISABLE FOR THE
MANAGEMENT AND TRANSACTION OF THE BUSINESS OF THE CORPORATION PROVIDED THAT
SUCH BY-LAWS ARE NOT IN CONFLICT WITH THESE ARTICLES OF INCORPORATION OR THE
CONSTITUTION OF THE STATE OF NEVADA.
ARTICLE XV
INCORPORATORS: THE NAME AND ADDRESS OF EACH INCORPORATOR IS:
1. KURTIS D. HUGHES 2325 ARBOR LANE SALT LAKE CITY UTAH 84117
2. SHIRRELL W. HUGHES 2929 HILLSDEN DRIVE SALT LAKE CITY UTAH 84117
3. KELLY H. HUNSAKER 2325 ARBOR LANE SALT LAKE CITY UTAH 84117
IN WITNESS WHEREOF, THE UNDERSIGNED INCORPORATORS HAVE HEREUNTO AFFIXED
THEIR SIGNATURES AT SALT LAKE CITY UTAH THIS 28TH DAY OF DECEMBER 1981.
/S/Kurtis D. Hughes
/S/Shirrell W. Hughes
/S/Kelly H. Hunsaker
STATE OF UTAH
COUNTY Of SALT LAKE
I, CLIFFORD D. HUGHES, A NOTARY PUBLIC, HEREBY CERTIFY THAT ON THE 28TH
DAY OF DECEMBER 1981, PERSONALLY APPEARED BEFORE ME KURTIS D. HUGHES, SHIRRELL
W. HUGHES AND KELLY H. HUNSAKER AND DULOY ACKNOWLEDGED TO ME THAT THEY ARE THE
PERSONS WHO SIGNED THE FOREGOING INSTRUMENTS AS INCORPORATORS AND THAT THEY
HAVE READ THE FOREGOING INSTRUMENT AND KNOW THE CONTENTS THEREOF AND THAT THE
SAME IS TRUE OF THEIR OWN KNOWLEDGE AS TO THOSE MATTERS AND BELIEVE THEM TO BE
TRUE.
SUBSCRIBED AND SWORN TO BEFORE ME THIS 28TH DAY OF DECEMBER, 1981.
/S/Clifford D. Hughes
NOTARY PUBLIC
