undersigned, being the original incorporator herein named, for the purpose of
forming a corporation under and pursuant to Chapter 78 of the Nevada Revised
Statutes, the general corporation laws of the State of Nevada, to do business
both within and without the State of Nevada, do make and file these Articles of
Incorporation hereby declaring and certifying that the facts herein stated are
Agent. The name and address of its resident agent for service
process is Resident Agents of Nevada, Inc. 711 S. Carson, Suite 4, Carson City,
Section 2.02Other Offices. The
corporation may also maintain offices for the transaction of any business at
such other places within or without the State of Nevada as it may from time to
time determine. Corporate business of every kind and nature may be conducted,
and meetings of directors and stockholders held outside the State of Nevada with
the same effect as if in the State of Nevada.
corporation is organized for the purpose of engaging in any lawful activity,
within or without the State of Nevada.
SHARES OF STOCK
Section 4.01Number and Class. The
amount of the total authorized capital stock of this corporation is Twenty-Five
Million (25,000,000) shares with a par value of $0.001 designated as Common
Stock. The Common Stock may be issued from time to time without action by the
stockholders. The Common Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.
of Directors may issue such shares of Common Stock in one of more series, with
such voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution or
resolutions adopted by them.
Section 4.02No Preemptive Rights.
Holders of the Common Stock of the corporation shall not have any
preference, preemptive right, or right of subscription to acquire any shares of
the corporation authorized, issued or sold, or to be authorized, issued or sold,
or to any obligations or shares authorized or issued or to be authorized or
issued, and convertible into shares of the corporation, nor to any right of
subscription thereto, other than to the extent, if any, the Board of Directors
in its discretion, may determine from time to time.
Section 4.03Assessment of Shares
The Common Stock of the corporation, after the amount of the subscription price
has been paid, in money, property or services, as the directors of the
corporation shall determine, shall not be subject to assessment to pay the debts
of the corporation, nor for any other purpose, and no stock issued as fully paid
shall ever be assessable or assessed, and the Articles of Incorporation shall
not be amended in this particular.
Section 5.01Governing Board. The
members of the Board of Directors of the corporation shall be styled
Section 5.02 Initial Board of
Directors. The Board
of Directors shall consist of at least one (1) but no more than five (5)
members. The name(s) and address(s) of the initial members of the Board of
Directors are as follows:
Alan Teegardin of 711 S. Carson, Suite 4, Carson City, Nevada 89701
individuals shall serve as directors of the corporation until the first annual
meeting of the stockholders or until their successors shall have been elected
Section 5.03Change in the Number of
Directors. The number of directors may be increased or decreased by duly
adopted amendment to the Bylaws of the corporation.
and address of the sole incorporator is Sandra L. Miller 711 S. Carson, Ste 4,
Carson City, Nevada 89701
corporation is to have A
DIRECTORS AND OFFICERS'
director or officer of the corporation shall not be personally liable to this
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, but this Article
shall not eliminate or limit the liability of a director or officer for (I) acts
or omissions which involve intentional misconduct, fraud or a knowing violation
of law, or (ii) the unlawful payment of dividends. 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 the personal liability of a
director or officer of the corporation for acts and omissions prior to such
repeal or modification.
person who was or is a party to, or is threatened to be made a party to, or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person of whom he is the
legal representative, is or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the laws of the State of Nevada from time to
time against all expenses, liability and loss (including attorneys' fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connections therewith. Such right of
indemnification shall be a contract right which may be enforced in any manner
desired by such person. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must 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. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any Bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article.
limiting the application of the foregoing, the Board of Directors may adopt
Bylaws from time to time with respect to indemnification, to provide at all
times the fullest indemnification permitted by the laws of the State of Nevada,
and may cause the corporation to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or
other enterprises, against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.
indemnification provided in this Article 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 person.
at all times to the express provisions of Section 4.03, hereof, which cannot be
amended, this corporation reserves the right to amend, alter, change, or repeal
any provision contained in these Articles of Incorporation or its Bylaws, in the
manner now or hereafter prescribed by statute or by these Articles of
Incorporation or said Bylaws, and all rights conferred upon the stockholders are
granted subject to this reservation.
furtherance, and not in limitation of the powers conferred by statue, the Board
of Directors is expressly authorized:
to the Bylaws, if any, adopted by the stockholders, to make, alter or repeal the
Bylaws of the corporation;
authorize and cause to be executed mortgages and liens, with or without limit as
to amount, upon the real and personal property of the corporation;
authorize the guaranty by the corporation of securities, evidences of
and obligations of other persons, corporations and business
set apart out of any of the funds of the corporation available for dividends a
reserve or reserves for any proper purpose and to abolish any such reserve;
resolution adopted by a majority of the whole Board of Directors,
to 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 in the By-laws of the Board of Directors in the management of the
business and affairs of the corporation, any may authorize the seal of the
corporation to be affixed to all papers which may require it Such committee or
committees shall have such name or names as may be stated in the Bylaws of the
corporation or as may be determined from time to time by resolution adopted by
the Board of Directors.
corporate powers of the corporation shall be exercised by the Board of Directors
except as otherwise provided herein or by law.
IN WITNESS WHEREOF, I have
hereunto set my hand this 17th day of November, 2006 hereby declaring and
certifying that the facts stated herein above are true.
17th day of November, 2006 Sandra L. Miller personally appeared before for
Notary Public, and acknowledged to me that she executed the foregoing instrument
for the purposes therein set forth.
CERTIFICATE OF ACEPTANCE
APPOINTMENT OF RESIDENT
Agents of Nevada, Inc., Resident Agent # 83364, with address at 711 S. Carson,
Ste 4, Carson City, Nevada 89701, hereby accepts the appointment as Resident
Agent of the above-entitled co ration in accordance with NRS
that the mailing address for the above registered office is as set forth
WITNESS WHEREOF, I hereunto set my hand this 17th day of November
Agents of Nevada, Inc., Resident Agent # 83364