<PAGE>
EXHIBIT 3.1(a)
--------------
ARTICLES OF INCORPORATION
OF
THE MOVIE GREATS NETWORK, INC.
The undersigned incorporator hereby forms a corporation pursuant to the
General Corporation Law of the State of Nevada. No. 4319-89 (Chapter 78 of
Nevada Revised Statutes.)
ARTICLE I
CORPORATE NAME
The name of the Corporation is THE MOVIE GREATS NETWORK, INC.
ARTICLE II
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE III
GENERAL PURPOSES
The nature of the business and the objects and purposes proposed to be
transacted, promoted, and carried on, are to do any or all 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.:
"The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Nevada".
ARTICLE IV
CAPITAL STOCK
The amount of the total authorized capital stock of this Corporation shall
consist of One Hundred Thousand Dollars ($100,000) divided into 100,000,000
shares of $.001 per value each. All shares shall be designated as Common Stock.
Shareholders shall not have pre-emptive rights or be entitled to cumulative
voting in connection with the shares of the Company's Common Stock.
ARTICLE V
REGISTERED OFFICE
The registered office of the Corporation in the State of Nevada is
Corporation Trust Company of Nevada, 1 East First Street, Reno, Nevada, County
of Washoe. The registered agent in charge thereof at such address is The
Corporation Trust Company of Nevada.
24
<PAGE>
ARTICLE VI
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 their successors are elected and shall qualify are:
Dennis Blomquist 9461 Cobalt Circle
Sandy, UT 84070
Larry Aoki 4375 West 3300 North
Corinne, UT 84307
Tom Sollami 4375 West 3300 North
Corinne, UT 84307
ARTICLE VII
INCORPORATOR
The name and mailing address of the incorporator of the Company is:
A. O. Headman, Jr. 420 East South Temple,
Suite 334
Salt Lake City, Utah 84111
ARTICLE VIII
NON-ASSESSABILITY
Shares of the Corporation shall not be subject to assessment for payment of
the debts of the Corporation.
ARTICLE IX
CERTAIN CONTRACTS
No contract or transaction between the Corporation and one or more of its
directors or officers or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board of
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
1. The material facts as to his interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the Committee, and
the Board or committee, in good faith, authorizes the contract or
transaction by a vote sufficient for such purpose without counting the vote
of the interested director or directors; or
25
<PAGE>
2. The material facts as to his interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon,
and the contract or transaction is specifically approved in good faith by
vote of the stockholders; or
3. The contract or transaction is fair as to the Corporation as of the time it
is authorized, approved, or ratified, by the Board of Directors, a
committee thereof, or the stockholders.
Interested directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
ARTICLE X
BYLAWS
The Board of Directors shall have the power to make, adopt, amend, or
repeal the Bylaws of the Corporation.
ARTICLE XI
INDEMNIFICATION
1. 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 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' fee), 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 unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction , or upon a
plea of nolo contenders 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 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.
2. 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 and 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
26
<PAGE>
Corporation unless and only to the extent 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 the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses which the such court shall deem proper.
3. To the extent that any person referred to in paragraphs 1 and 2 of this
Article XI has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to therein 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.
4. Any indemnification under paragraphs 1 and 2 of this Article XI (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 paragraphs 1 and
2 of this Article XI. Such determination shall be made (a) 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 (b) if such quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (c) by
the stockholders.
5. Expenses 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 in the specific case 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 provided in this Article XI.
6. The indemnification provided by this Article XI shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statute, bylaw, agreement, vote of stockholders 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, executors
and administrators of such a person.
7. The Corporation shall have 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 the provisions
of this Article XI.
8. For the purposes of this section, references to "the corporation" include
all constituent corporations absorbed in a consolidation or merger as well
as the resulting or surviving corporation so that any person who is or was
a director officer, employee or agent of such a constituent corporation or
is or was serving at the request of such constituent corporation as a
27
<PAGE>
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise shall stand in the same position
under the provisions of this section with respect to the resulting or
surviving corporation as he would if he had served the resulting or
surviving corporation in the same capacity.
ARTICLE XII
STOCKHOLDER ACTION BY CONSENT
Any corporation action upon which a vote of stockholders is required or
permitted may be taken without a meeting or vote of stockholders with the
written consent of stockholders having not less than a majority of all of the
stock entitled to vote upon action if a meeting were held; provided, that in no
case shall the written consent be by holders having less than the minimum
percent of the vote required by statute for the proposed corporate action and
provided that prompt notice be given to all stockholders of the taking of
corporate action without a meeting and by less than unanimous written consent.
ARTICLE XIII
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
The undersigned, for the purpose of forming a corporation under the laws of
the State of Nevada, does make, file, and record this certificate, and does
certify that the facts stated herein are true; and has executed these Articles
of Incorporation.
DATED this _______ day of April, 1989.
_______________________
A. O. Headman, Jr.
28
<PAGE>
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
On the ______ day of April, 1989, personally appeared before me A. O.
Headman, Jr., who being by me first duly sworn, declared that he is the person
who signed the foregoing documents as an incorporator and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this _____ day of
April, 1989.
________________________________
NOTARY PUBLIC
Residing at ____________________
My Commission expires:
______________________
29
