ARTICLES OF INCORPORATION OF NETWORK USA, INC.
I, the undersigned, for the purpose of forming a corporation under the
general corporation law (Chapter 78 of Nevada Revised Statutes) of the state of
Nevada, do hereby certify:
ARTICLE I
The name of this Corporation is Network USA, Inc.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The initial principal office of the Corporation is to be located at 1 East
First Street in the city of Reno, county of Washoe, Nevada. The name of the
initial registered agent of the Corporation at such address is The Corporation
Trust Co. of Nevada.
ARTICLE IV
The purpose for which this Corporation is organized is to transact any and
all lawful business for which Corporations may be incorporated under Chapter 78
of the Nevada Revised Statutes.
ARTICLE VI
The total number of shares of all classes of stock which the Corporation
shall have authority to issue shall be 51,000,000 shares, of which 1,000,000
shares shall be Preferred Stock of the par value of one cent ($.01) each
(hereinafter called the "Preferred Stock") and of which 50,000,000 shares shall
be Common Stock of the par value of one cent ($.Ol) each (hereinafter called the
"Common Stock").
A. Shares of Preferred Stock may be issued from time to time in one or more
series, each such series to have such designation as may be fixed by the Board
of Directors prior to the issuance of any shares thereof. Each such series shall
have such preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restriction thereof, as shall be
stated and expressed in the Articles of Incorporation or of any amendment
thereto, or in the resolution or resolutions providing for the issue of such
stock adopted by the Board of Directors providing for the issue of such series.
The Preferred Stock of any series shall or may be (a) subject to redemption at
such time or times and at such price or prices; (b) entitled to receive
dividends at such rates, on such conditions and at such times; (c) entitled to
such rights upon the dissolution of, or upon the distribution of the assets of
the corporation; and (d) made convertible into, or exchangeable for, shares of
any other class or classes of stock of the Corporation at such price or prices
or at such rates of exchange and with such adjustment as shall or may be
provided, stated, or expressed in the resolution or resolutions adopted by the
Board of Directors of the Corporation providing for the issue of such series.
B. The Common Stock of the Corporation shall be subject to the prior rights
of the Preferred Stock as may be set forth in the resolution or resolutions by
the Board of Directors providing for the issuance of the Preferred Stock. Except
for such voting rights as may be provided for in the resolution or resolutions
creating one or more series of Preferred Stock, sole voting rights shall be in
the Common Stock. Cumulative voting in any election of directors, regardless of
class or series, is hereby expressly denied.
ARTICLE VI
The members of the governing board of this Corporation are styled Directors
of which there shall not be less than one Director as long as there is only one
shareholder, not less than two Directors if there are only two Shareholders, and
not less than three Directors if there are more than two Shareholders. The
number of directors may be increased or decreased from time to time in the
manner provided by law or the By-Laws of the Corporation. Directors need not be
residents of the state of Nevada or Shareholders of the Corporation.
The initial By-Laws of the Corporation shall be adopted by its Board of
Directors. The Board of Directors shall have the power to alter, amend. or
repeal the By-Laws from time to time, subject to the reserved power of the
Share-holders at any meeting of Shareholders to alter, amend or repeal any
provision of the By-Laws or to adopt new By-Laws.
The initial Board of Directors shall consist of three (3) members. The
names and addresses of the persons who are to serve as Directors until the first
annual meeting of the Shareholders and until their successors shall have been
elected and qualified, unless they shall be replaced in accordance with the
provisions of the By-Laws are as follows:
Tom Winn 2100 West Loop South, #1000, Houston, Texas 77027
Mike Mead 2100 West Loop South, #1000, Houston, Texas 77027
Harold Mead 2100 West Loop South, #1000, Houston, Texas 77027
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ARTICLE VII
Upon each matter submitted to a vote at every meeting of the Shareholders
of the Corporation, every holder of Common Stock shall be entitled to one (1)
vote for each share of Common Stock standing in his name on the books of the
Corporation.
Shareholders of this Corporation shall not have the right to accumulate
their votes at any election of Directors. At each such election for Directors,
each Shareholder shall be entitled to vote in person or by proxy the number of
shares owned by him for as many persons as there are Directors to be elected and
for whose election he has a right to vote.
ARTICLE VIII
Holders of stock of the Corporation shall not be entitled, as such, as a
matter of preemptive or preferential right, to subscribed for or purchase any
part of alry new or additional issue of stock, or securities of the Corporation
or of any subsidiary or affiliate of the company convertible into, or
exchangeable for, or carrying rights or options to purchase or subscribe to,
stock of the Corporation of any class whatsoever, whether now or hereafter
authorized, or to treasury stock, and the same shall apply whether issued for
cash, property, services or otherwise.
ARTICLE IX
The Corporation shall indemnify every Director or Officer, his heirs,
executors and administrators, against expenses actually and reasonably incurred
by him, as well as any amount paid upon a judgment in connection with any
action, suit or proceeding, civil or criminal, to which he may be made a party
by reason of his being or having been a Director or Officer of the Corporation,
or at the request of the Corporation, having been a director or officer of any
other corporation of which the Corporation was at such time a shareholder or
creditor and from which other corporation he is not entitled to be indemnified,
except in relation to matters as to which he shall be finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in
performance of duty to the Corporation.
In the event of a settlement, indemnification shall he provided only in
connection with such matters covered by the settlement as to which the
Corporation is advised by its counsel that the person to be indemnified did not
commit such a breach of duty. The foregoing right of indemnification shall not
be exclusive of other rights to which he may be entitled.
ARTICLE X
No contract or other transaction between the Corporation and any other
corporation shall be affected by the fact that one (1) or more of the Directors
or Officers of this Corporation is interested in or is a director or officer of
such other corporation and any Director or Officer individually may be a party
to or may be interested in any contract or transaction of this Corporation. No
contract or transaction of this Corporation with any person or persons, firm or
association shall be affected by the fact that any Director or officer of this
Corporation is a party to or interested in such contract or transaction, or in
any way connected with such person or persons, firm or association, provided
that the interest in any such contract or other transaction of any such Director
or officer shall be fully disclosed and that such contract or other transaction
shall be authorized or ratified by the vote of a sufficient number of Directors
of the Corporation not so interested. In the absence of fraud, no Director or
officer having such adverse interest shall be liable to the Corporation or to
any Shareholder 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 or Officer be accountable for any gains or profits realized
thereon. In any case described in this Article X any such Director may be
counted in determining the existence of a quorum at any meeting of the Board of
Directors which shall authorize or ratify any such contract or transaction.
ARTICLE XI
The name and address of the incorporator signing these Articles of
Incorporation is as follows:
David Merryman 2100 West Loop South, Suite 1000, Houston, Texas 77027
In witness whereof, I have hereunto subscribed my name this 27 day of
August, 1987.
David Merryman
STATE OF TEXAS COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared David
Merryman, known to me to be the person whose name is subscribed to the foregoing
instrument, who being first duly sworn did state that he signed said instrument
as incorporator and that the statements contained there are true and correct.
SUBSCRIBED AND SWORN TO before me on this the 28 day
of August, 1983.
[Seal] Kathy Elam Mendel
Notary Public in and for the
THE STATE OF TEXAS
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