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EXHIBIT 3.01
ARTICLES OF INCORPORATION OF CAREER WORTH, INC.
The undersigned incorporator, being a natural person more than eighteen (18)
years of age and acting as the sole incorporator of the above-named
corporation (hereinafter referred to as the "Corporation") hereby adopts the
following Articles of Incorporation for the Corporation.
ARTICLE I
NAME
The name of the Corporation shall be: CAREER WORTH, INC.
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES
The Corporation is organized for the purpose conducting any lawful business
for which a corporation may be organized under the laws of the state of
Nevada.
ARTICLE IV
AUTHORIZED SHARES
The Corporation is authorized to issue a total of 55,000,000 shares of stock
consisting of 50,000,000 shares of common stock having a par value $0.001 per
share (hereinafter referred to as "Common Stock"), and 5,000,000 shares of
preferred stock having a par value of $0.001 per share (hereinafter referred
to as "Preferred Stock"). Shares of any class of stock may be issued, without
shareholder action, from time to time in one or more series as may from time
to time be determined by the board of directors. The board of directors of
this Corporation is hereby expressly granted authority, without shareholder
action, and within the limits set forth in the Nevada Revised Statutes, to:
(a) designate in whole or in part, the powers, preferences, limitations,
and relative rights, of any class of shares before the issuance of any shares
of that class;
(b) create one or more series within a class of shares, fix the number of
shares of each such series, and designate, in whole or part, the powers,
preferences, limitations, and relative rights of the series, all before the
issuance of any shares of that series;
(c) alter or revoke the powers, preferences, limitations, and relative
rights granted to or imposed upon any wholly unissued class of shares or any
wholly unissued series of any class of shares; or
(d) increase or decrease the number of shares constituting any series,
the number of shares of which was originally fixed by the board of directors,
either before or after the issuance of shares of the series; provided that,
the number may not be decreased below the number of shares of the series then
outstanding, or increased above the total number of authorized shares of the
applicable class of shares available for designation as a part of the series.
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The allocation between the classes, or among the series of each class, of
unlimited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be as designated by the board of
directors. All rights accruing to the outstanding shares of the Corporation
not expressly provided for to the contrary herein or in the Corporation's
bylaws or in any amendment hereto or thereto shall be vested in the Common
Stock. Accordingly, unless and until otherwise designated by the board of
directors of the Corporation, and subject to any superior rights as so
designated, the Common Stock shall have unlimited voting rights and be
entitled to receive the net assets of the Corporation upon dissolution.
ARTICLE V
NON-ACCESSIBILITY FOR DEBTS OF CORPORATION
After the amount of the subscription price, the purchase price, or the par
value of the stock of any class or series is paid into the Corporation, owners
or holders of shares of any stock in the Corporation may never be assessed to
pay the debts of the Corporation.
ARTICLE VI
NO CUMULATIVE VOTING
Except as may otherwise be required by law, these articles of incorporation,
or the provisions of the resolution or resolutions as may be adopted by the
board of directors pursuant to Article IV of these articles of incorporation,
in all matters as to which the vote or consent of stockholders of the
Corporation shall be required to be taken, the holders of Common Stock shall
have one vote per share of Common Stock held. Cumulative Voting on the
election of directors or on any other matter submitted to the stockholders
shall not be permitted.
ARTICLE VII
NO PREEMPTIVE RIGHTS
No holder of any of the shares of any class or series of stock or of
options, warrants, or other rights to purchase shares of any class or series
of stock or of other securities of the Corporation shall have any preemptive
right to purchase or subscribe for any unissued stock of any class or series
of any additional shares of any class or series to be issued by reason of any
increase of the authorized capital stock of the Corporation of any class or
series, or bonds, certificates of indebtedness, debentures, or other
securities convertible into or exchangeable for stock of the Corporation of
any class or series, or carrying any rights to purchase stock of any class or
series, but any such unissued stock, additional authorized issue of shares of
any class or series of stock, or securities convertible into or exchangeable
for stock carrying any right to purchase stock may be issued and disposed of
pursuant to an appropriate resolution of the board of directors to such
persons, firms, corporations, or associations and on such terms as may be
deemed advisable by the board of directors in the exercise of its sole
discretion.
ARTICLE VIII
TRANSACTIONS WITH OFFICERS AND DIRECTORS
No contract or other transaction between the Corporation and one or more or
its directors or officers, or between the Corporation and any corporation,
firm or association in which one or more of its directors or officers are
directors or officers or are financially interested, is void or voidable
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solely for this reason or solely because any such director or officer is
present at the meeting of the board of directors or a committee thereof which
authorizes or approves the contract or transaction, or because the vote or
votes of common or interested directors are counted for that purpose, if the
circumstances specified in any of the following paragraphs exist:
(a) The fact of the common directorship, office or financial interest is
disclosed or known to the board of directors or committee and noted in the
minutes, and the board or committee authorizes, approves or ratifies the
contract or transaction in good faith by a vote sufficient for the purpose
without counting the vote or votes of the common or interested director or
directors;
(b) The fact of the common directorship, office or financial interest is
disclosed or known to the stockholders, and they approve or ratify the
contract or transaction in good faith by a majority vote of stockholders
holding a majority of the voting power. The votes of the common or interested
directors or officers must be counted in any such vote of stockholders; or
(c) The contract or transaction is fair as to the Corporation at the time
it is authorized or approved.
ARTICLE IX
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
(a) The Corporation shall indemnify each director and officer of the
Corporation and their respective heirs, administrators, and executors against
all liabilities and expenses reasonably incurred in connection with any
action, suit, or proceeding to which he may be made a party by reason of the
fact that he is or was a director or officer of the Corporation, to the full
extent permitted by the laws of the state of Nevada now existing or as such
laws may hereafter be amended. The expenses of officers and directors
incurred in defending a civil or criminal action, suit, or proceeding shall be
paid by the Corporation as they are incurred and in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the Corporation.
(b) The Corporation may indemnify each director, officer, employee, or
agent of the Corporation and their respective heirs, administrators, and
executors against all liabilities and expenses reasonably incurred in
connection with any action, suit, or proceeding to which such person may be
made a party by reason of such person being, or having been, a director,
officer, employee, or agent of the Corporation, to the full extent permitted
by the laws of the state of Nevada now existing or as such laws may hereafter
be amended.
ARTICLE X
LIMITATION ON DIRECTORS LIABILITY
To the full extent permitted by the Nevada Revised Statutes, directors and
officers of the Corporation shall have no personal liability to the
Corporation or its stockholders for damages for breach of their fiduciary duty
as a director or officer, except for damages resulting from (a) acts or
omissions which involve intentional misconduct, fraud or a knowing violation
of law; (b) the payment of distribution in violation of section 78.300 of the
Nevada Revised Statutes, as it may be amended from time to time, or any
successor statute thereto.
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ARTICLE XI
NO LIMITATIONS ON VOTING RIGHTS
To the extent permissible under the applicable law of any jurisdiction to
which the Corporation may become subject by reason of the conduct of business,
the ownership of assets, the residence of shareholders, the location of
offices or facilities, or any other item, the Corporation elects not to be
governed by the provisions of any statute that (i) limits, restricts,
modifies, suspends, terminates, or otherwise effects the rights of any
shareholder to cast one vote for each share of Common Stock registered in the
name of such shareholder on the books of the Corporation, without regard to
whether such shares were acquired directly from the Corporation or from any
other person and without regard to whether such shareholder has the power to
exercise or direct the exercise of voting power over any specific fraction of
the shares of Common Stock of the Corporation issued and outstanding or (ii)
grants to any shareholder the right to have his or her stock redeemed or
purchased by the Corporation or any other shareholder of the Corporation.
Without limiting the generality of the foregoing, the Corporation expressly
elects not to be governed by or be subject to the provisions of sections
78.378 through 78.3793 of the Nevada Revised Statutes or any similar or
successor statutes adopted by any state which may be deemed to apply to the
Corporation from time to time.
ARTICLE XII
PRINCIPAL OFFICE AND REGISTERED AGENT
The address of the Corporation in the state of Nevada is 50 West Liberty
Street, Suite 880, Reno, Nevada 89501. The name and address of the
Corporation's initial resident agent is:
Nevada Agency and Trust Company
50 West Liberty Street, Suite 880, Reno, Nevada 89501.
Either the principal office or the registered agent may be changed in the
manner provided by law.
ARTICLE XIII
AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal all or
any portion of the provisions contained in these articles of incorporation
from time to time in accordance with the laws of the state of Nevada; and all
rights conferred herein on stockholders are granted subject to this
reservation.
ARTICLE XIV
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new
bylaws shall be vested in the board of directors. The bylaws may contain any
provisions for the regulation or management of the affairs of the Corporation
not inconsistent with these articles of incorporation and the laws of the
state of Nevada now or hereafter existing.
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ARTICLE XV
GOVERNING BOARD
The governing board of the Corporation shall be known as the "board of
directors." The board of directors must have at least one director, but not
more than nine directors or as otherwise specified in its bylaws or director's
resolutions.
The name and address of the persons who are to serve as directors until the
first annual meeting of the stockholders and until such persons' successors
are elected and shall qualify are as follows:
NAME ADDRESS
Ross S. Wolfley 739 East Coventry Lane
Alpine, Utah 84004-1240
ARTICLE XVI
POWERS OF GOVERNING BOARD
The governing board of the Corporation is specifically granted by these
articles of incorporation all powers permitted to be vested in the governing
board of a corporation by the applicable provisions of the laws of the state
of Nevada now or hereafter existing.
ARTICLE XVII
INCORPORATOR
The name and mailing address of the incorporator signing these articles of
incorporation is as follows:
NAME ADDRESS
Ross S. Wolfley 739 East Coventry Lane
Alpine, Utah 84004-1240
The undersigned, being the sole incorporator of the Corporation herein
before named, hereby makes and files these articles of incorporation,
declaring and certifying that the facts contained herein are true.
DATED this 18th day of September 2000.
/S/Ross S. Wolfley
STATE OF UTAH )
: ss
COUNTY OF UTAH )
On this 18th day of September 2000, before me, a Notary Public, personally
appeared Ross S. Wolfley who, upon being first duly sworn, declared to me that
he is the sole incorporator of CAREER WORTH, INC., and acknowledged to me that
he executed the foregoing articles of incorporation as his free act and deed.
/S/Carolyn Gross
Notary Public
