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ARTICLES OF INCORPORATION
OF
FIRST AMERICAN CLOCK COMPANY
WE, THE UNDERSIGNED natural persons of the age of twenty-one (21) years or
more, acting as incorporators of a corporation under the Nevada Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation.
ARTICLE I - NAME
The name of the Corporation is First American Clock Co.
ARTICLE II - DURATION
The duration of the Corporation is perpetual.
ARTICLE III - PURPOSES
The purpose or purposes for which this corporation is engaged are:
(a) To engage in the specific business of purchase and acquisition of,
investing in, wholesale and retail marketing and distribution of
clocks and other timepieces of all kinds, including museum quality
timepieces, and otherwise dealing in and with such goods; providing
repairs and replacement parts and related services with respect
thereto or in connection therewith, whether alone or in conjunction
with others; also, to engage in the business of investing in and
acquiring goods, assets, businesses and properties of any kind
whatsoever without liability and to otherwise engage in any business
or activity permitted by law.
Also, to acquire, develop, explore and otherwise deal in and with all
kinds of real and personal property and all related activities, and
for any and all other lawful purposes.
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(b) To acquire by purchase, exchange, gift, bequest, subscription, or
otherwise; and to hold, own, mortgage, pledge, hypothecate, sell,
assign, transfer, exchange, or otherwise dispose of or deal in or
with its own corporate securities or stock or other securities
including, without limitations, any shares of stock, bonds,
debentures, notes, mortgages, or other obligations, and any
certificates, receipts or other instruments representing rights or
interests therein on any property or assets created or issued by any
person, firm, associate, or corporation, or instrumentalities
thereof; to make payment therefor in any lawful manner or to issue in
exchange therefor its unreserved earned surplus for the purchase of
its own shares, and to exercise as owner or holder of any securities,
any and all rights, powers, and privileges in respect thereof.
(c) To do each and everything necessary, suitable, or proper for the
accomplishment of any of the purposes or the attainment or any one or
more of the subjects herein enumerated, or which may, at any time,
appear conducive to or expedient for the protection or benefit of
this corporation, and to do said 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.
(d) The foregoing clauses shall be construed both as purposes and powers
and shall not be held to limit or restrict in an manner the general
powers of the corporation, and the enjoyment and exercise thereof, as
conferred by the laws of the State of Nevada; and it is the intention
that the purposes and powers specified in each of the paragraphs of
this Article III shall be regarded as independent purposes and
powers.
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ARTICLE IV - STOCK
The aggregate number of shares which this corporation shall have authority
to issue is 50,000,000 shares of Common Stock having a par value of $.001 per
share. All common stock of the corporation shall be of the same class, common,
and shall have the same rights and preferences. Fully-paid stock of this
corporation shall not be liable to any further call or assessment. The
corporation shall also have authority to issue 5,000,000 shares of Preferred
Stock having a par value of $.001 per share and to be issued with such rights,
preferences and designations and in such series as determined by the Board of
Directors of the corporation.
ARTICLE V - AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote of
"a majority" of the shares entitled to vote on each such amendment.
ARTICLE VI - SHAREHOLDERS RIGHTS
The authorized and treasury stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration as the
Board of Directors shall determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of the stock of this corporation.
ARTICLE VII - INITIAL OFFICE AND AGENT
One Corporate Trust Company of Nevada
One East First Street
Reno, Nevada 89501
ARTICLE VIII - DIRECTORS
The directors are hereby given the authority to do any act on behalf of
the corporation by law and in each instance where the Business Corporation Act
provides that the directors may act in certain instances where the Articles of
Incorporation authorize such action by the directors, the
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directors are hereby given authority to act in such instances without
specifically numerating such potential action or instance herein.
The directors are specifically given the authority to mortgage or pledge
any or all assets of the business without stockholders' approval.
The number of directors constituting the initial Board of Directors of
this corporation is one. The name and address of the person who will serve as
Director until the first annual meeting of stockholders or until their
successors are elected and qualify, is:
NAME ADDRESS
Mick Jardin 3211 South Highland Drive
Salt Lake City, Utah 84106
ARTICLE IX - INCORPORATORS
The name and address of each incorporator is:
NAME ADDRESS
Van L. Butler 311 South State, Ste. 440
Salt Lake City, Utah 84111
ARTICLE X
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation and any one or
more of its directors or any other corporation, firm, association, or entity in
which one or more of its directors or officers are financially interested,
shall be either void or voidable because of such relationship or interests, or
because such director or directors are present at the meeting of the Board of
Directors, or a committee thereof, which authorizes, approves, or ratifies such
contract or transaction, or because his or their votes are counted for such
purpose if: (a) the fact of such relationship or interest is disclosed or known
to the Board of Directors or committee which authorizes, approves, or ratifies
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the contract or transaction by vote or consent sufficient for the purpose
without counting the votes or consents of such interested director; or (b) the
fact of such relationship or interest is disclosed or known to the stockholders
entitled to vote and they authorize, approve, or ratify such contract or
transaction by vote or written consent, or (c) the contract or transaction is
fair and reasonable to the corporation.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or committee thereof which
authorizes, approves, or ratifies such contract or transaction.
ARTICLE XI
LIABILITY OF DIRECTORS AND OFFICERS
No director or officer shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
person as a director or officer. Notwithstanding the foregoing sentence, a
director or officer shall be liable to the extent provided by applicable law,
(i) for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) for the payment of dividends in violation of
NRS 78.300.
The provisions hereof shall not apply to or have any effect on the
liability or alleged liability of any officer or director of the Corporation
for or with respect to any acts or omissions of such person occurring prior to
such amendment.
Under penalties of perjury, I declare that these Articles of
Incorporation have been examined by me and are, to the best of my knowledge and
belief, true, correct and complete.
DATED this 16th day of May, 1995.
/s/ Van L. Butler
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