Exhibit 3.1
ARTICLES OF INCORPORATION
FOR
SOLAR SATELLITE COMMUNICATIONS, INC.
KNOW ALL MEN BY THESE PRESENTS:
THAT I, JUDITH K. WRIGHT, desiring to establish a corporation under the
name of Solar Satellite Communication, Inc. for the purpose of becoming a body
corporate under and by virtue of the laws of the State of Colorado and, in
accordance with the provisions of the laws of said State, do hereby make,
execute and acknowledge this certificate in writing of my intention to become a
body corporate, under and by virtue of said laws.
ARTICLE I
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The corporate name of the corporation shall be: Solar Satellite
Communication, Inc.
ARTICLE II
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The nature of the business and the objects and purposes to be transacted,
promoted and carried on are to do any or all of the things herein mentioned as
fully and to the same extent as natural persons might or could do, and in any
part of the world, viz:
(a) To design, install, sell and/or manage master antenna and satellite
master antenna television systems and to transact all lawful business for which
corporations may be incorporated pursuant to the Colorado Corporation Code.
(b) To manufacture, purchase or otherwise acquire and to hold, own,
mortgage or otherwise lien, pledge, lease, sell, assign, exchange, transfer or
in any manner dispose of, and to invest, deal and trade in and with goods,
wares, merchandise and personal property of any and every class and description,
within or without the State of Colorado.
(c) To acquire the goodwill, rights and property and to undertake the whole
or any part of the assets and liabilities of any person, firm, association or
corporation; to pay for the same in cash, the stock of the corporation, bonds or
otherwise; to hold or in any manner dispose of the whole or any part of the
property so purchased; to conduct in any lawful manner the whole or any part of
any business so acquired and to exercise all the powers necessary or convenient
in and about the conduct and management of such business.
(d) To guarantee, purchase or otherwise acquire, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of shares of the capital stock,
bonds or other evidences of indebtedness created by other corporations and,
while the holder of such stock, to exercise all the rights and privileges of
ownership, including the right, to vote thereon, to the same extent as a natural
person might or could do.
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(e) To purchase or otherwise acquire, apply for, register, hold, use, sell
or in any manner dispose of and to grant licenses or other rights in and in any
manner deal with patents, inventions, improvements, processes, formulas,
trademarks, trade names, rights and licenses secured under letters patent,
copyright or otherwise.
(f) To enter into, make and perform contracts of every kind for any lawful
purpose, with any person, firm, association or corporation, town, city, county,
body politic, state, territory, government, colony or dependency thereof.
(g) To borrow money for any of the purposes of the corporation and to draw,
make, accept, endorse, discount, execute, issue, sell, pledge or otherwise
dispose of promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or nonnegotiable, transferable or
nontransferable instruments and evidences of indebtedness, and to secure the
payment thereof and the interest thereon by mortgage or pledge, conveyance or
assignment in trust of the whole or any part of the property of the corporation
at the time owned or thereafter acquired.
(h) To lend money to, or guarantee the obligations of, or to otherwise
assist the directors of the corporation or of any other corporation the majority
of whose voting capital stock is owned by the corporation, upon the affirmative
vote of at least a majority of the outstanding shares entitled to vote for
directors.
(i) To purchase, take, own, hold, deal in, mortgage or otherwise pledge,
and to lease, sell, exchange, convey, transfer or in any manner whatever dispose
of real property, within or without the State of Colorado.
(j) To purchase, hold, sell and transfer the shares of its capital stock.
(k) To have one or more offices and to conduct any or all operations and
business and to promote its objects, within or without the State of Colorado,
without restrictions as to place or amount.
(l) To do any or all of the things herein set forth as principal, agent,
contractor, trustee, partner or otherwise, alone or in company with others.
(m) The objects and purposes specified herein shall be regarded as
independent objects and purposes and, except where otherwise expressed, shall be
in no way limited or restricted by reference to or inference from the terms of
any other clauses or paragraph of these Articles of Incorporation.
(n) The foregoing shall be construed both as objects and powers and the
enumeration thereof shall not be held to limit or restrict in any manner the
general powers conferred on this corporation by the laws of the State of
Colorado.
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ARTICLE III
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The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 151,000,000, consisting of
1,000,000 shares of preferred stock, no par value, and 150,000,000 shares of
common stock, no par value per share.
(a) Preferred Stock. The designations and the powers, preferences and
rights, and the qualifications, limitations or restrictions, of the preferred
stock shall be as follows:
(1) The Board of Directors is expressly authorized at any time and from
time to time to provide for the issuance of shares of preferred stock in one or
more series, with such voting powers, full or limited, or without voting powers
and with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors and as are not stated and
expressed in these Articles of Incorporation or any amendment thereto, including
(but without limiting the generality of the foregoing) the following:
(i) The designation and number of shares of such series.
(ii) The dividend rate of such series, the conditions and dates
upon which such dividends shall be payable, the preference or relation which
such dividends shall bear to the dividends payable on any other class or classes
or of any other series of capital stock, whether such dividends may be paid in
cash, shares of common stock or preferred stock or in assets of the corporation
and whether such dividends shall be cumulative or noncumulative.
(iii) Whether the shares of such series shall be subject to
redemption by the corporation and, if made subject to such redemption, the
times, prices and other terms and conditions of such redemption.
(iv) The terms and amount of any sinking fund provided for the
purchase or redemption of the shares of such series.
(v) Whether or not the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes or for any other
series of any class or classes of capital stock of the corporation and, if
provision be made for conversion or exchange, the times, prices, rates,
adjustments and other terms and conditions of such conversion or exchange.
(vi) The extent, if any, to which the holders of the shares of such
series shall be entitled to vote as a class or otherwise with respect to the
election of the directors or otherwise.
(vii) The restrictions, if any, on the issue or reissue of any
additional preferred stock.
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(viii) The rights of the holders of the shares of such series upon
the dissolution or winding up of, or upon the distribution of assets of, the
corporation.
(2) Except as otherwise required by law and except for such voting
powers with respect to the election of directors or other matters as may be
stated in the resolutions of the Board of Directors creating any series of
preferred stock, the holders of any such series shall have no voting power
whatsoever.
(b) Common Stock. The holders of common stock shall have and possess all
rights as shareholders of the corporation, including such rights as may be
granted elsewhere by these Articles of Incorporation, except such rights may be
limited by the preferences, privileges and voting powers and the restrictions
and limitations of the preferred stock.
Subject to preferential dividend rights, if any, of the holders of
preferred stock, dividends upon the common stock may be declared by the Board of
Directors and paid out of any funds legally available therefor at such times and
in such amounts as the Board of Directors shall determine.
Dividends on shares of common stock and preferred stock may be paid in
shares of common stock or preferred stock.
The capital stock, after the amount of the subscription price has been paid
in, shall not be subject to assessment to pay the debts of the corporation.
Any stock of the corporation may be issued for money, property, services
rendered, labor done, cash advances for the corporation or for any other assets
of value in accordance with the action of the Board of Directors, whose judgment
as to value received in return therefor shall be conclusive, and said stock when
issued shall be fully paid and nonassessable.
ARTICLE IV
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The corporation shall have perpetual existence.
ARTICLE V
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The governing board of this corporation shall be known as directors, and
the number of directors may from time to time be increased or decreased in such
manner as shall be provided by the Bylaws of this corporation, provided,
however, that the initial Board of Directors shall consist of four persons. So
long as the number of directors shall be less than three, no shares of this
corporation may be issued and held of record by more shareholders than there are
directors. Any shares issued in violation of this paragraph shall be null and
void. In the event there are less than three directors, this provision shall
also constitute a restriction on the transfer of shares and a legend shall be
conspicuously placed on each certificate respecting shares preventing transfer
of the shares to more shareholders than there are directors.
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The name and post office address of the incorporator is as follows:
Judith K. Wright 1400 Glenarm Place
Denver, Colorado 80202
The names and post office addresses of the original Board of Directors
are as follows:
Paula Herzmark 3600 South Yosemite Street, #330
Denver, Colorado 80237
Larry A. Mizel 3600 South Yosemite Street, #900
Denver, Colorado 80237
David F. Butler 6950 East Belleview
Englewood, Colorado 80111
Raymond T. Baker 3600 South Yosemite Street, #800
Denver, Colorado 80237
Lucien Wulsin 3 Park Central, Suite 1005
1515 Arapahoe Street
Denver, Colorado 80202
Sarah R. Weddington 3606 Appleton Street, N.W.
Washington, D.C. 20008
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To manage and govern the corporation by majority vote of members
present at any regular or special meeting at which a quorum shall be
present.
To make, alter, or amend the Bylaws of the corporation at any regular
or special meeting.
To fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed mortgages
and liens upon the real and personal property of this corporation.
To designate one or more committees, each committee to consist of two
or more of the directors of the corporation, which, to the extent
provided in the resolution or in the Bylaws of the corporation, shall
have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation. Such
committee or committees shall have such name or names as may be stated
in the Bylaws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
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The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all of the property and
assets of the corporation, if in the usual and regular course of its business,
upon such terms and conditions as the Board of Directors may determine without
vote or consent of the shareholders.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all the property or assets
of the corporation, including its good will, if not in the usual and regular
course of its business, upon such terms and conditions as the Board of Directors
may determine, provided that such sale shall be authorized or ratified by the
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote thereon at a shareholders' meeting called for that purpose, or
when authorized or ratified by the written consent of all the shareholders of
the shares entitled to vote thereon.
The Board of Directors shall have power and authority to merge or
consolidate the corporation upon such terms and conditions as the Board of
Directors may authorize, provided that such merger or consolidation is approved
or ratified by the affirmative vote of the shareholders of at least a majority
of the shares entitled to vote thereon at a shareholders meeting called for that
purpose, or when authorized or ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
The Board of Directors may, from time to time, distribute to its
shareholders, without the approval of the stockholders, in partial liquidation,
out of stated capital or capital surplus of the corporation, a portion of its
assets, in cash or in property, so long as the partial liquidation is in
compliance with Title 7, Article 5, Section Ill, of the 1973 Colorado Revised
Statutes.
The corporation shall be dissolved upon the affirmative vote of the
shareholders of at least a majority of the shares entitled to vote thereon at a
meeting called for that purpose, or when authorized or ratified by the written
consent of all the shareholders of the shares entitled to vote thereon.
The corporation shall revoke voluntary dissolution proceedings upon the
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote at a meeting called for that purpose, or when authorized or
ratified by the written consent of all the shareholders of the shares entitled
to vote thereon.
ARTICLE VI
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The following provisions are inserted for the management of the business
and for the conduct of the affairs of the corporation, and the same are in
furtherance of and not in limitation of the powers conferred by law:
No contract or other transaction of the corporation with any other person,
firm or corporation, or in which this corporation is interested, shall be
affected or invalidated by (a) the fact that any one or more of the directors or
officers of this corporation is interested in or is a director or officer of
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such other firm or corporation; or (b) the fact that any director or officer of
this corporation, individually or jointly with others, may be a party to or may
be interested in any such contract or transaction, so long as the contract or
transaction is authorized, approved or ratified at a meeting of the Board of
Directors by sufficient vote thereon by directors not interested therein, to
which such fact of relationship or interest has been disclosed, or the contract
or transaction has been approved or ratified by vote or written consent of the
shareholders entitled to vote, to whom such fact of relationship or interest has
been disclosed, or so long as the contract or transaction is fair and reasonable
to the corporation. Each person who may become a director or officer of the
corporation is hereby relieved from any liability that might otherwise arise by
reason of his contracting with the corporation for the benefit of himself or any
firm or corporation in which he may be in any way interested.
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 the corporation's Board of Directors
as evidenced by resolutions appearing in the corporation's minutes. When 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
the provisions hereof 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 this corporation.
This provision shall not be construed to release any employee of the corporation
(other than an officer, director or member of management) from any duties which
he may have to the corporation.
ARTICLE VII
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Each director and each officer of the corporation shall be indemnified by
the corporation as follows:
(a) 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 interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
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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 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 reasonable cause to believe that his conduct was unlawful.
(b) 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, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person 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, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections (a) and (b) of this Article,
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.
(d) Any indemnification under Sections (a) or (b) of this Article (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 officer, director
and employee or agent is proper in the circumstances, because he has met the
applicable standard of conduct set forth in Sections (a) or (b) of this Article.
Such determination shall be made (i) 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 (ii) if such a quorum is not obtainable or, even if
obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the affirmative vote of the
holders of a majority of the shares of stock entitled to vote and represented at
a meeting called for such purpose.
(e) 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 in
Section (d) of this Article, upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
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(f) The Board of Directors may exercise the corporation's 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 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 this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Articles of Incorporation, the Bylaws, agreements, vote of
the 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 and
personal representatives of such a person.
ARTICLE VIII
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The initial registered office of said corporation shall be located at 4301
East Amherst, Suite 200, City and County of Denver, State of Colorado 80222, and
the initial registered agent of the corporation shall be Paula Herzmark, 4301
East Amherst, Suite 200, City and County of Denver, State of Colorado 80222.
Part or all of the business of said corporation may be carried on in the
City and County of Denver, or any other place in the State of Colorado or beyond
the limits of the State of Colorado, in other states or territories of the
United States and in foreign countries.
ARTICLE IX
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Whenever a compromise or arrangement is proposed by the corporation between
it and its creditors or any class of them, and/or between said corporation and
its shareholders or any class of them, any court of equitable jurisdiction may,
on the application in a summary way by said corporation, or by a majority of its
stock, or on the application of any receiver or receivers appointed for said
corporation, or on the application of trustees in dissolution, order a meeting
of the creditors or class of creditors and/or of the shareholders or class of
shareholders of said corporation, as the case may be, to be notified in such
manner as the said court decides. If a majority in number, representing at least
three-fourths in amount of the creditors or class of creditors, and/or the
holders of the majority of the stock or class of stock of said corporation, as
the case may be, agree to any compromise or arrangement and/or to any
reorganization of said corporation, as a consequence of such compromise or
arrangement, the said compromise or arrangement and/or the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding upon all the creditors or class of creditors, and/or on all the
shareholders or class of shareholders of said corporation, as the case may be,
and also on said corporation.
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ARTICLE X
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No shareholder in the corporation shall have the preemptive right to
subscribe to any or all additional issues of stock and/or other securities of
any or all classes of this corporation or securities convertible into stock or
carrying stock purchase warrants, options or privileges.
ARTICLE XI
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Meetings of shareholders may be held at such time and place as the Bylaws
shall provide. At all meetings of the shareholders, one-third of all shares
entitled to vote shall constitute a quorum.
ARTICLE XII
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Cumulative voting shall not be allowed.
ARTICLE XIII
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These Articles of Incorporation may be amended by resolution of the Board
of Directors if no shares have been issued, and if shares have been issued, by
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote thereon at a meeting called for that purpose, or, when
authorized, when such action is ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
ARTICLE XIV
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Any action for which the Colorado Statutes require the approval of
two-thirds of the shares or any class or series entitled to vote with respect
thereto, unless otherwise provided in the Articles of Incorporation, shall
require for approval, the affirmative vote of a majority of the shares or any
class or series outstanding and entitled to vote thereon.
IN TESTIMONY WHEREOF, I have hereunto set my hand and seal on this t
day of April, 1983.
/s/ Judith K. Wright
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Judith K. Wright
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STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
I, Shareon Thompson, a Notary Public, hereby certify that there
personally appeared before me Judith K. Wright, who being first duly sworn,
declared that she is the person who signed the foregoing document as
incorporator, and that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5 day of
April, 1983
My commission expires: 10-27-86
/s/ Sharon Thompson
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Notary Public
Address: 1400 Glenarm Place
Denver, Colorado 80202
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