EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
CELLULAR RADIO SYSTEMS, INC.
The undersigned natural person, being more than eighteen (18) 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 CELLULAR RADIO SYSTEMS, INC.
SECOND: The corporation shall have perpetual existence.
THIRD: (a) Purposes. The nature, objects and purposes for which the
corporation is organized are to engage in the manufacture, assembly, licensing
and sale of cellular radio and communications equipment and accessories, to
engage generally in the cellular communications business, to invest in real and
personal property, and to engage in any other lawful activity permitted under
the laws of the State of Colorado, whether or not connected with any of the
foregoing objects and purposes, which is calculated, directly or indirectly, to
promote the interests of the corporation or to enhance the value of its
property.
(b) Powers. In furtherance of the foregoing purposes 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 Colorado. In addition,
it may do everything necessary, suitable or proper for the accomplishment of any
of its corporate purposes.
FOURTH: (a) Authorized Shares. The aggregate number of shares which the
corporation shall have authority to issue is fifty million (50,000,000) shares
of $.001 par value each, which shares shall be designated "Common Stock."
(b) Consideration for Shares. All shares of Common Stock shall be issued by
the corporation for cash, property, or services actually performed, for no less
than the par value of $.001 per share of Common Stock. All shares shall be fully
paid and nonassessable.
(c) Dividends. Dividends in cash, property or shares of the corporation may
be paid upon the Common Stock, as and when declared by the board of directors,
out of funds of the corporation to the extent and in the manner permitted by
law.
(d) Voting Rights; Cumulative Voting. Each outstanding share of Common
Stock shall be entitled to one vote and each fractional share of Common Stock
shall be entitled to a corresponding fractional vote on each matter submitted to
a vote of shareholders. Cumulative voting shall not be allowed in the election
of directors of the corporation.
(e) Denial of Preemptive Rights. No holder of any shares of the
corporation, whether now or hereafter authorized, shall have any preemptive or
preferential right to acquire any shares or securities of the corporation,
including shares or securities held in the treasury of the corporation.
(f) Distribution in Liquidation. Upon any liquidation, dissolution or
winding up of the corporation, and after paying or adequately providing for the
payment of all its obligations, the remainder of the assets of the corporation
shall be distributed, either in cash or in kind, pro rata to the holders of the
Common Stock.
(g) Partial Liquidation. 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.
FIFTH: Three directors shall constitute the initial board, their names and
addresses being as follows:
Kenneth V. Orashan Edward H. Hawkins
16551 E. Kansas Drive 10200 E. Girard Avenue, #107A
Aurora, Colorado 80017 Denver, Colorado 80231
Lutie R. McDowell
10200 E. Girard Avenue, #107A
Denver, Colorado 80231
SIXTH: The address of the registered office of the corporation is 469 South
Cherry Street, Suite 200, Denver, Colorado 80222. The name of its initial
registered agent at such address is Ronald J. Miller. The corporation may
conduct part or all of its business in any other part of Colorado, or of the
United States or of the World. It may hold, purchase, mortgage, lease and convey
real and personal property in any of such places.
SEVENTH: The corporation shall be entitled to treat the registered holder
of any shares of the corporation as the owner thereof for all purposes,
including all rights deriving from such shares, and shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving from such shares, unless and until such purchaser, assignee, transferee
or other person becomes the registered holder of such shares, whether or not the
corporation shall have either actual or constructive notice of the interests of
such purchaser, assignee, or transferee or other person. The purchaser,
assignee, or transferee of any of the shares of the corporation shall not be
entitled: to receive notice of the meetings of the shareholders; to vote at such
meetings; to examine a list of the shareholders; to be paid dividends or other
sums payable to shareholders; or to own, enjoy and exercise any other property
or rights deriving from such shares against the corporation, until such
purchaser, assignee, or transferee has become the registered holder of such
shares.
EIGHTH: The following provisions are inserted for the management of the new
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers conferred by
law.
(a) Right of Directors to Contract with Corporation. No contract or other
transaction between the corporation and one or more of its directors or any
other corporation, firm, association, or entity in which one or more of its
directors are directors or officers or are financially interested shall be
either void or avoidable solely because of such relationship or interest or
solely because such directors are present at the meeting of the board of
directors or a committee thereof which authorizes, approves, or ratifies such
contract or transaction or solely because their votes are counted for such
purpose if:
(i) The fact of such relationship of interest is disclosed or known to
the board of directors or committee which authorizes, approves, or ratifies
the contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors; or
(ii) The fact of such relationship or interest is disclosed or known
to the shareholders entitled to vote and they authorize, approve, or ratify
such contract or transaction by vote or written consent; or
(iii) The contract or transaction is fair and reasonable to the
corporation.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the board of directors or a committee thereof which
authorizes, approves, or ratifies such contract or transaction.
(b) Corporate Opportunity. The officers, directors and other members of
management of this corporation shall be subject to the doctrine of "corporate
opportunities" only insofar as it applies to business opportunities in which
this corporation has expressed an interest as determined from time to time by
this corporation's board of directors as evidenced by resolutions appearing in
the corporation's minutes. Once such areas of interest are delineated, all such
business opportunities within such areas of interest which come to the attention
of the officers, directors, and other members of management of this corporation
shall be disclosed promptly to this corporation and made available to it. The
board of directors may reject any business opportunity presented to it and
thereafter any officer, director or other member of management may avail himself
of such opportunity. Until such time as this corporation, through its board of
directors, has designated an area of interest, the officers, directors and other
members of management of this corporation shall be free to engage in such areas
of interest on their own and this doctrine shall not limit the rights of any
officer, director or other member of management of this corporation to continue
a business existing prior to the time that such area of interest is designated
by the corporation. This provision shall not be construed to release any
employee of this corporation (other than officer, director or member of
management) from any duties which he may have to this corporation.
(c) Indemnification of Directors and Others.
(i) The corporation shall 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 attorneys' fees), judgments, 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 interest 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, 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 the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
(ii) The corporation shall 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 corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' 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 interest 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 the circumstances
of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which such court deems proper.
(iii) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits in defense of any action,
suit, or proceeding referred to in this section, or in defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(iv) Any indemnification under (i) or (ii) of this section (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 circumstances because
he has met the applicable standard of conduct set forth in said paragraphs
(i) or (ii) of this Article. 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 a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or by the
shareholders.
(v) Expenses (including attorneys' 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 by the board of directors as provided in paragraph (iv) of this
section upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it is ultimately
determined that he is entitled to be indemnified by the corporation as
authorized in this section.
(vi) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under the Articles of Incorporation, any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, and any procedure
provided for by any of the foregoing, 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 heirs, executors, and
administrators of such a person.
(vii) The corporation may 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 the provisions of this section.
(viii) A unanimous vote of all shares entitled to vote thereon shall
be required to amend this section.
(d) Shareholder Voting.
(i) One-third of the shares entitled to vote represented in person or
by proxy, shall constitute a quorum at a meeting of shareholders.
(ii) When, with respect to any action to be taken by shareholders of
this Corporation, the laws of Colorado require the vote or concurrence of
the holders of two-thirds of the outstanding shares, of the shares entitled
to vote thereon, or of any class or series, such action may be taken by the
vote or concurrence of a majority of such shares or class or series
thereof.
(e) Adoption and Amendment of Bylaws. The initial bylaws of the corporation
shall be adopted by its board of directors. The power to alter, amend or repeal
the bylaws or adopt new bylaws shall be vested in the board of directors, but
the holders of common stock may also alter, amend or repeal the bylaws or adopt
new bylaws. The bylaws may contain any provisions for the regulation and
management of the affairs of the corporation not inconsistent with law or these
Articles of Incorporation.
NINTH: The name and address of the incorporator is:
Ronald J. Miller
469 South Cherry Street, Suite 200
Denver, Colorado 80222
DATED this 5th day of May, 1983.
/s/ Ronald J. Miller
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Ronald J. Miller
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STATE OF COLORADO)
)ss.
COUNTY OF ARAPAHOE )
I, Debra A. Teaman, a Notary Public, hereby certify that on the 5th day
of May, 1983, personally appeared before me Ronald J. Miller, being by me first
duly sworn, who declared that he is the person who signed the foregoing document
as incorporator and that the statements contained therein are true.
Witness my hand and official seal.
My commission expires: September 22, 1985.
My address is: 469 S. Cherry Street, Suite 200, Denver, CO 80222.
/s/ Debra A. Teaman
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Notary Public
[S E A L]
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