ARTICLES OF INCORPORATION
OF
COVINGHAM CAPITAL CORPORATION
We, the undersigned natural persons of the age of 21 years or more, acting
as Incorporators of a corporation under the Utah Business Corporation Act
(hereinafter referred to as the "Act"), adopt the following Articles of
Incorporation for such corporation.
ARTICLE I
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Name. The name of the corporation (hereinafter called the "Corporation") is
COVINGHAM CAPITAL CORPORATION.
ARTICLE II
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Period of Duration. The period of duration of the Corporation is perpetual.
ARTICLE III
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Purposes and Powers. The purposes and the powers for which the Corporation
is organized are as follows:
(a) To buy, hold, own, trade, lease, sell and otherwise deal in real and
personal property and any interests therein.
(b) To purchase or otherwise acquire the whole or any part of the
securities, good will, royalties, patents, patent applications, copyrights,
franchises, leases, rights, property and assets of all kinds and to undertake or
assume the whole or any part of the bonds, mortgages, franchises, leases,
contracts, indebtedness, guarantees, liabilities and obligations of any person,
corporation, association, partnership, syndicate, entity or governmental.,
municipal, or public authority, and to pay for the same in cash, shares, capital
stock, bonds, debenture stock' notes and other securities of the corporation or
otherwise or by undertaking and assuming the whole or any part of the
liabilities or obligations of the transferor and to hold or in any manner
dispose of the whole or any part of the property and assets so acquired and to
exercise all powers necessary or convenient in and about the conduct, management
and carrying on of any such business.
(c) To borrow or raise monies for any of the purposes of the Corporation
and from time to time without limit as to amount, to draw, make, accept,
endorse, guarantee, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable and nonnegotiable
instruments and evidence of indebtedness and to secure the payment thereof and
of the interest thereon by mortgage on or pledge, conveyance or assignment in
trust of the whole or any part of the assets of the corporation, real, personal,
or mixed, including contract rights whether at the time owned or thereafter
acquired.
(d) To lend and advance monies or give credit for corporate purposes with
or without requiring interest or any security for the repayment thereof.
(e) To purchase, take, receive or otherwise acquire, hold, own, pledge,
transfer or otherwise dispose of shares of its own capital stock but purchase of
its own shares of stock, whether direct or indirect, shall be made only to the
extent of unreserved and unrestricted surplus available therefor and to the
extent of unreserved and unrestricted capital surplus available therefor, if
permitted by the Act and any other applicable law and these Articles of
Incorporation.
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(f) To become a party to any lawful arrangement for sharing of profits or
to any union of interest, reciprocal association, partnership, syndicate, joint
venture or cooperation with any person, corporation, association, partnership,
syndicate, entity or governmental, municipal or public authority, domestic or
foreign, in the carrying on of any business which the corporation is authorized
to carry on or any, business or transaction deemed necessary, convenient or
incidental to carrying out any of the purposes of the corporation.
(g) To do all and everything necessary, proper, advisable or convenient for
the accomplishment of any of the purposes or the attainment of any of the
objects or the furtherance of any of the powers herein set forth and to do every
other act and thing incidental thereto or connected therewith provided the same
be not forbidden by the Act, by any other applicable law or by these Articles of
Incorporation.
(h) To carry out the purposes hereinabove set forth in any state, district,
territory or possession of the United States or in any foreign country to the
extent such purposes are not forbidden by the laws of such state, district,
territory, possession or foreign country and in the event that they do forbid
any one or more such purposes to limit the purposes which the corporation
proposes to carry on in such state, district, territory, possession or foreign
country to such purpose or purposes as. are not forbidden by the laws thereof
and any certificate for application to do business therein.
(i) In general to carry on any business and have and exercise all the
powers, conferred by the Act on corporations organized under it and upon
corporations by any other applicable law and to do any and all of the acts and
things therein set forth to the same extent as natural persons might or could do
in any part of the world as principal, factor, agent, contractor,
representative, trustee or otherwise, either alone or in syndicates, jointly and
foreign country to such purpose or purposes as are not forbidden by the laws
thereof and any certificate for application to do business therein.
(j) In general to carry on any business and have and exercise all the
powers conferred by the Act on corporations organized under it and upon
corporations by any other applicable law and to do any and all of the acts and
things therein set forth to the same extent as natural persons might or could do
in any part of the world as principal, factor, agent, contractor,
representative, trustee or otherwise, either alone or in syndicates, jointly and
otherwise, in conjunction with any person, corporation, association,
partnership, syndicate, entity or governmental, municipal or public authority,
domestic or foreign, and to establish and maintain offices and agencies and to
exercise all or any of its corporate powers and rights throughout the world.
(k) The foregoing clauses shall be construed as powers as well as objects
and purposes and the matters expressed in each clause shall, unless herein
otherwise expressly provided; be in no way limited by reference to or inference
from the terms of any other clause but shall be regarded .as independent
objects, purposes and powers and the enumeration of specific objects, purposes
and powers shall not be construed to limit or restrict in any manner the meaning
of the general terms of the general powers of the corporation, nor shall the
expression of one thing be deemed to exclude another not expressed although it
be of like nature.
ARTICLE IV
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Authorized Shares. The aggregate number of shares which the corporation
shall have authority to issue is FIFTY MILLION (50,000,000) shares of $0.001 par
value common stock.
(a) The common stock may be issued by the corporation or subscriptions
taken therefor from time to time for. such consideration as may be fixed from
time to time by the Board of Directors.
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(b) The common stock of the corporation shall not be issued in series or
broken into additional classes. There shall be but one class of stock, of equal
rights and preferences. Dividend rights in the company stock shall be treated
hereinafter as said stock is set forth to be treated in the Utah Business
Corporations Act, as amended to date.
(c) The common stock of the corporation shall be nonassessable and the
shareholders shall not be liable for the debts of the corporation except and to
the extent of any unpaid subscriptions for shares which may be outstanding at
any time the corporation is dissolved, merged, or said subscription rights are
called.
ARTICLE V
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Pre-emptive Rights. A shareholder shall have no preemptive rights to
acquire any securities of this corporation.
ARTICLE VI
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Commencement of Business. The corporation shall not commence business until
at least One Thousand and no/100 Dollars, ($1,000.00) has been received by it as
consideration for the issuance of shares.
ARTICLE VII
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Voting of Shares. Each outstanding share of the common stock of the
corporation shall be entitled to one vote on each matter submitted to a vote at
a meeting of the shareholders, each shareholder being entitled to vote his or
its shares in person or by proxy executed in writing by such shareholder or by
his duly authorized attorney in fact. The shareholders of this corporation shall
have no right to cumulate his or its vote with regard to such voting.
ARTICLE VIII
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Provisions for Regulation of Internal Affairs of the Corporation.
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Meetings of the Shareholders. All meetings of the shareholders of the
corporation shall be held at such place either within or without the State of
Utah as may be provided by the by-laws of the corporation. In the absence of any
such provision, all such meetings shall be held at the registered office of the
corporation.
Quorum of Shareholders. Unless otherwise provided in the Act or other
applicable law, a majority of the shares of the common stock of the corporation
entitled to vote represented in person or by proxy shall constitute a quorum at
a meeting of the shareholders of the corporation.
Meetings of Directors. Meetings of the Board of Directors of the
corporation whether regular or special may be held either within or without the
State of Utah and upon such notice as prescribed in the by-laws of the
corporation.
Quorum of Directors. The number of Directors of the corporation which shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors shall be fixed in the by-laws of the corporation.
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By-Laws of the Corporation. The initial by-laws of the corporation shall be
adopted by its Board of Directors hereafter unless otherwise provided in the
Act. By-laws of the corporation may be adopted, amended or repealed either by
the shareholders or by the Board of Directors except that (a) no by-law adopted
or amended by the shareholders shall be altered or repealed by the Board of
Directors and (b) no by-law shall be adopted by the Directors which shall
require more than a majority of the voting for a quorum at a meeting of the
shareholders of the corporation or more than a majority of the votes cast to
constitute action by the shareholders except where higher percentages are
required by law. The by-laws may contain any provisions for the regulation and
management of the affairs of the corporation not inconsistent with the Act,
other applicable laws, and these Articles of Incorporation.
Shareholders of Record. The name and address of each shareholder of record
of the capital stock of the corporation as they appear in the stock records of
the corporation shall be conclusive evidence as to who are the shareholders who
are entitled to receive notice of any meetings of the shareholders, to vote at
such meetings, to examine a complete list of the shareholders who may be
entitled to vote at any such meeting and to own, enjoy and exercise any other
rights and privileges which are based upon the ownership of these shares of
common stock of the corporation.
Books and Records. The corporation shall keep complete and correct books
and records of account and shall keep minutes of the proceedings of its
shareholders and the Board of Directors and shall keep at its registered office
or principal place of business or at the office of its transfer agent or
registrar a record of its shareholders giving the names and addresses of all
shareholders and the number of shares of the corporation held by each. No
shareholder shall have the right to inspect any such books and records except as
conferred by the Act, or other applicable law unless authorized to do so by a
resolution or resolutions of the shareholders or the Board of Directors.
Compensation of Directors. The Board of Directors of the corporation may,
provided the by-laws of the corporation so provide, make provision for
reasonable compensation to its members for their services as directors and
establish the basis upon which such compensation shall be paid. Any director of
the corporation may also serve the corporation in any other capacity and receive
proper compensation therefor.
Qualification of Directors. The directors of this corporation need not be
stockholders.
Number of Directors. The exact number of directors may from time to time be
specified by the by-laws at not less than three nor more than fifteen. When the
by-laws do not specify the exact number of directors, the number shall be three.
Reliance Upon Others. A director shall be fully protected in relying in
good faith upon the books of account of the corporation or statements prepared
by any of its officials as to the value and amount of assets, liabilities or net
profits of the corporation or any other facts pertinent to the existence and
amount of surplus or other funds from which dividends might properly be declared
and paid.
Reliance Upon Others - Prudent Conduct. No person shall be liable to the
corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him as a director or officer of the corporation in
good faith if such person (a) exercised or used the same degree of care and
skill as a prudent man would have exercised or used under the circumstances in
the conduct of his own affairs, or (b) took or omitted to take such action in
reliance upon advice of counsel for the corporation which he had reasonable
grounds to believe or upon a financial statement of the corporation prepared by
an officer or employee of the corporation in charge of its accounts or certified
by a public accountant or firm of public accountants.
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Contracts with Interested Directors, Disclosure and Voting. A director of
the corporation shall not in the absence of fraud be disqualified by his office
from dealing or contracting with the corporation either as a vendor, purchaser,
or otherwise nor in the absence of fraud shall, insofar as permitted by the Act
or any other applicable statute, any transaction or contract of the corporation
be void or voidable or affected by reason of the fact that any director or any
firm of which a director is a member or any corporation of which any director is
an officer, director or stockholder is in any way interested in such transaction
or contract provided that the meeting of the Board of Directors or of a
committee thereof having authority in the premises to authorize or confirm such
contract or transaction, the interest of such director, firm or corporation is
disclosed or made known and there shall be present a quorum of the Board of
Directors or of the directors constituting such committee and such contract or
transaction shall be approved by a majority of such quorum, which majority shall
consist of directors not so interested or connected. Nor shall any director be
liable to account to the corporation for any profit realized by him from or
through any such transaction or contract of the corporation, ratified or
approved as herein provided, by reason of the fact that he or any firm of which
he is a member, or any corporation of which he is a stockholder, director or
officer was interested in such transaction or contract. Directors so interested
may be counted when present at meetings of the Board of Directors or of such
committee for the purpose of determining the existence of a quorum. Each and
every person who is or may become a director of the corporation is hereby
relieved from any liability that might otherwise exist from those contracting
with the corporation for the benefit of himself or any firm, association or
corporation or of the Board of Directors or of any committee which shall be
ratified by a majority in the interest of a quorum of the stockholders having
voting power, shall be as valid and as binding as though ratified by each and
every stockholder of the corporation, but this shall not be constituted as
requiring the submission of any contract to the stockholders for approval.
Indemnification of Directors. The corporation shall indemnify any and all
persons who may serve or who have served at any time as directors or officers,
or who at the request of the Board of Directors of the corporation may serve or
at any time have served as directors or officers of another corporation in which
the corporation at such time owned or may own shares of stock or of which it was
or may be a creditor, and their respective heirs, administrators, successors and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees, and amounts paid in settlement before or after suit is commenced,
actually and necessarily incurred by such person in connection with the defense
or settlement of any claim, action, suit or proceeding in which they, or any of
them are made parties or a party or which may be asserted against them or any of
them by reason of being or having been directors or officers or a director or
officer of the corporation, or of such other corporation, except in relation to
matters as to which any such director or officer or former director or officer
or person shall be adjudged in any action, suit or proceeding to be liable for
his own negligence or misconduct in the performance of his duty. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, by-law, agreement, vote of
stockholders or otherwise.
Ratification of Acts of Directors. The directors may submit any contract or
transaction for approval at any annual meeting of the stockholders or at any
special meeting of the stockholders called for that purpose; and any contract or
transaction so approved by a majority vote of a quorum of the stockholders at
such meeting shall be binding upon the corporation and all of its stockholders,
whether or not the contract or transaction would otherwise be subject to attack
because of the interest of any of the directors of the corporation or for any
other reason.
Issuance of Shares. The corporation may issue and sell its authorized
shares from time to time, in the absence of fraud, for such consideration as may
from time to time be fixed by the Board of Directors, but in no event for less
than par value.
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Amendments of These Articles of Incorporation. The corporation reserves the
right to amend, alter or repeal or to add any provisions to these Articles of
Incorporation in any manner now or hereafter prescribed by the Act and any
amendment thereto or by the provisions of any other applicable law and all
rights conferred upon the shareholders of the corporation by these Articles of
Incorporation any amendments thereto are granted subject only to this
reservation.
ARTICLE IX
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Registered Office. The address of the initial registered office of the
corporation is:
COVINGHAM CAPITAL CORPORATION
3450 Highland Drive, Suite 304
Salt Lake City, Utah 84106
Registered Agent. The name of the initial registered agent of the
corporation at such address is:
James E. Morton
/S/ James E. Morton
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Registered Agent
ARTICLE X
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Initial Board of Directors. The initial Board of Directors of the
corporation shall consist of four members and their respective names and
addresses are:
Name Address
---- ----------------------
Lance D. Bingham 1334 Ridgewood Lane
Bountiful, Utah 84010
Kenneth D. Murri 138 East 735 South
Centerville, Utah 84014
Jay R. Bingham 1502 Millbrook Way
Bountiful, Utah 84010
Bill E. Covin 12659 N.E. 73rd
Kirkland, Washington 98033
which directors shall hold office until the first meeting of shareholders of the
corporation and until their successors shall have been elected and qualified.
Subsequent Board of Directors. At the first meeting of the shareholders of
the corporation and at each annual meeting thereafter, the shareholders shall
elect directors to hold office until the next succeeding annual meeting of the
shareholders. Each director so elected shall hold office for the term for which
he is elected and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Utah or shareholders of the
corporation.
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ARTICLE XI
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The name of each incorporator and their addresses are:
Name Address
---- ----------------------
James E. Morton 3450 Highland Drive
Suite 304
Salt Lake City, Utah 84106
Randall L. Skeen 3450 Highland Drive
Suite 304
Salt Lake City, Utah 84106
Ruth Walters 3450 Highland Drive
Suite 304
Salt Lake City, Utah 84106
DATED this 30TH day of January, 1986.
/S/ James E. Morton
/S/ Randall L. Skeen
/S/ Ruth Walters
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
I hereby certify that on the 30th day of January, 1986, personally appeared
before me James E. Morton, Randall L. Skeen, and Ruth Walters, who being by me
duly sworn, declared that they are the persons who signed the foregoing document
as incorporators, and that the statements contained therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of
January, 1986.
/S/ P. D. Hatch
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NOTARY PUBLIC
Residing in: Salt lake County, UT
My Commission expires: 3-24-86
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