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ARTICLES OF INCORPORATION
OF
KOWTOW, INC.
Know all men by these presents;
That I, the undersigned, acting as incorporator for the purpose of for
forming corporation under and pursuant to the provisions of Nevada
Revised Statutes 78.010 to Nevada Revised Statutes 78.090 inclusive,
as amended, and certify that;
ARTICLE I
The name of this corporation is KOWTOW, INC.The name and post office
address of the incorporator signing the Articles of Incorporation is:
Krista Castleton, 3760 So, Highland Drive, Suite 300. Salt Lake City,
Utah, 84106. The name and address of the first member of the First
Board of Directors is: Krista Castleton, 3760 So. Highland Drive,
Suite 300, SaltLake City, Utah, 84106.
ARTICLE II
The. Resident Agent of this corporation in Nevada shall be Nevada
Corporate Services located at 1800E. Sahara, Suite 107, Las Vegas,
Clark County, Nevada, 89104. Offices for the transaction of any business
of the Corporation, and where meetings of the Board of Directors and
of Stockholders may be held, may be established and maintained in any
other part of the State of Nevada, or in any other state, territory or
possession of the United States of America, or in any foreign country as
the Board of Directors may, from time to time determine.
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ARTICLE III
The nature of the business and the objects and purpose proposed to be
tranacted, promoted or carriedon by the Corporation is to conduct any
lawful activity in accordance with the Laws of the State of Nevada and
the United States of America, including but not limited to inventing,
developing, marketing, and otherwise exploiting high technology electronic
communication systems, both hardware and software components, parti-
cularly systems utilizing security coding and protective transmitting
and receiving.To do each and everything necessary, suitable or proper
for the accomplishment of any of the foregoing purposes or the attainment
of any one or more of the subjects herein above enumerated, or which may
at anytime appear conducive to or expedient for the protection or
benefit of this Corporation, and to do such acts as fully and to the same
extent as natural persons might, or could do, in any part of the world
as principals,agents, partners, trustees, or otherwise, either alone or
in conjunction with any other person, association or corporation. The
period of duration of this Corporation is perpetual.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 wise limited by reference to or inference
from the terms of any other clause shall he regarded as independent
objects, purposes and powers and the enumeration of specific objects,
purposes and powers shall not be construed to limit or restricting any
manner the meaning of the general terms or 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
The aggregate number of shares which the Corporation shall have author-
ity to issue is 100.000,000shares, having a par value of $0.001 (one
mill) per share. The stock shall be designated as Class "A" voting com-
mon stock and shall have the same rights and preferences. The stock
of the Corporation shall be non-assessible. Fully paid stock of this Cor-
poration shall not be liable for any further call or assessment. The
total capitalization of the Corporation shall be $100,000. The shares
of Class "A" common stock shall not be divided into classes and may not
be issued in series.
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ARTICLE V
No stockholder of the Corporation shall, because of his ownership of s
tock, have a pre-emptive or other right to purchase, subscribe for or
take part of any of the notes, debentures, bonds or other securities
convertible into or carrying options for warrants to purchase stock of
the Corporation issued, optioned or sold by it after its incorporation,
except as may be otherwise stated in these Article of Incorporation.
Any part ofthe capital stock and any part of the notes, debentures,
bonds, or other securities convertible into or carrying options or
warranties to purchase stock of the Corporation authorized by these
Articles of Incorporation or byan amended certificate duly filed may
at any time be issued, optioned for sale and sold r disposed of by the
Corporation pursuant to the resolution of its Board of Directors to such
persons and upon such terms as mayto such Board of Directors seem proper,
without first offering such stock or securities or any part thereof to
existing stockholders, except as required in Article IV of these
Articles of Incorporation.
ARTICLE VI
Each outsanding share of the class "A" common stock of the Corporation
shall be entitled to one vote on each matter submitted to a vote at a
meeting of the stockholders. Each shareholder shall be entitled to vote
his or its shares in person or by proxy, executed in writing by such
shareholder or by its duly authorized attorney in fact. At each
election for directors, every shareh older entitled to vote at such
election shall havethe right to vote in person or by proxy, the number
of shares owned by him or it for as many pesons as thereare directors
to be elected and for whose election he or it has the right to vote,
but the shareholder shall haveno right, whatsoever, to accumulate his
or its votes with regard to such election.
ARTICLE VII
The members of the governing board of this corporation shall be called
directors. The Board ofDirectors shall consist of at least on (1)
person. The number of directors of this corporation may, from time to
time, be increased or decreased by an amendment to the By-Laws in that
regard and without the necessityof amending the Articles of Incorpora
tion. A majority of the Directors in office, present at any meeting of
theBoard of Directors, duly called, whether regular or special, shall
always constitute aquorum for the Hansactionof business, unless the
By-Laws otherwise provide. Directors need not be residents of the State
of Nevada or stockholders of the Corporation.
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ARTICLE VIII
This Corporation shall have a president, a secretary, a treasurer, and
a resident agent, to be chosen by the Board of Directors, any person
may hold two or more offices.
ARTICLE IX
The capital stock of the Corporation, after the fixed consideration
thereof has been paid or performed,shall not be subject to assessment,
and the individual stockholders of this Corporation shall not be indi
vidually liable for the debts and liabilities of the Corporation, and
the Articles of Incorporation shall never be amended as to the aforesaid
provisions.
ARTICLE X
The Board of Directors is expressly authorized: (subject to the By-Laws,
if any, adopted by the Stockholders)
1) To make, alter or amend the By-Laws of the Corporation.
2) To fix the amount in cash or otherwise, to be reserved as working
capital.
3) To authorize and cause to be executed mortgages and liens up on
the property and franchises of the Corporation.
4) To by resolution or resolutions passed by a majority of the whole
board, designate one or more committees, each committee to consist of
one or more of the Directors of the Corporation, which, to the extent
provided in the resolution or resolutions or in the By-Laws of the
Corporation, shall have and ma exercise the powers of the Board of
Directors in the management of the business and affairs of the Corpora
tion, and may have power to authorize the seal of the Corporation to
be affixed to all papers on which the Corporation desires to place
a seal. Such committee or committees shall have such name or names as
may be stated in the By Laws of the Corporation or as may be determined
from time to time by resolution adopted by the Board of Directors.
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5) To sell, lease or exchange all of its property and assets, including
its goodwill and its corporate franchises, upon such terms and condi-
tions as the board deems expedient and for the best interests of the
Corporation, when and as authorized by the affirmative vote of the stock-
holders holding stock in theCorporation entitling them to exercise a
t least a majority of the voting power given at a stockholders meeting
called tor that purpose.
ARTICLES XI
In the absence of fraud, no contract or other transaction of the Cor-
poration shall be affected by the fact that any of the Directors are in
any way interested in, or connected with, any other party to such con-
tract or transaction, or are themselves, parties to such contract or
transaction, provided that this interest in any such contract or trans-
action of any such director shall at any time be fully disclosed or other-
wise known to the Board of Directors, and each and every person who
may become a director of the Corporation is hereby relieved of any lia-
bility that might otherwise exist from contracting with the Corporation
for the benefit of himself or any firm, association or corporation in
which he may be in any way interested.
ARTICLE XII
No director or officer of the Corporation shall be personally liable
to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of
any such director or officer provided, however, that the foregoing
provision shall not eliminate or limit the liability of a director or
officer for acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, or the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes.Any repeal or
modification of this Article by the stockholders of the Corporation shall
be prospective only, and shall not adversely affect any limitation on
thepersonal liability of a director or office of the Corporation for a
cts or omissions prior to such repeal or modification.
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I, the undersigned, being the incorporator hereinbefore named for the
purpse of forming a corporationpursuant to the general corporation
law of (the State of Nevada, do make and file these Articles of
Incorporation, hereby declaring and certifying that the facts herein
stated are true, and accordingly have hereunto set my hand,
By /s/ Krista Castleman
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Krista Castleman
State of Utah )
ss)
County of Salt Lake)
On December 29, 1993 personally appeared before me, the undersigned, a
Notary Public, Krista Castleton, known to me the person whose name is
subscribed to the foregoing document and acknowledged to me that she
executed the same.
By /s/ DAVID R. YEAMAN
---------------
DAVID R. YEAMAN
Notary Public
8818 South Renegade Road
Sandy, Utah 84093
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CORPORATE CHARTER
I, CHERYL A. LAU, Secretary of State of the State of Nevada, do here
by certify that KOWTOW, INC did on the THIRTIETH day of DECEMBER, 1993
file in this office the original Articles of Incorporation; that said
Articles are now on file and of record in the office of the Secretary
of State of the State of Nevada, and further, that said Articles
contain all the provisions required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have here hereunto set my hand affixed the Great
Seal of State, at my office, in Carson City, Nevada, this THIRTIETH
day of DECEMBER. 1993.
By /s/ Cheryl A. Lau
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Cheryl A. Lau
Secretary of State
By /s/ Kari Rhodes
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Kari Rhodes
Deputy
