ARTICLES OF INCORPORATION OF
psitek.org inc. THE UNDERSIGNED PERSON, acting as incorporator of a corporation
under the provisions of the Wyoming Business Corporation Act, adopts the
following Articles of Incorporation:
FIRST. The name of the corporation is:
psitekorg Inc.
SECOND. The period of duration of the corporation shall be perpetual.
THIRD. The corporation shall have authority to issue an unlimited number of
shares of one class which have unlimited voting rights and are entitled to
receive the net assets of the corporation upon dissolution. Said shares may be
issued by the corporation from time to time for such considerations as may be
fixed from time to time by the Board of Directors.
FOURTH. The street address of the corporation's initial registered office and
the name of its initial registered agent and incorporator at that office address
shall be:
Corporate Service Center of Wyoming, Inc.
200 West 17th Street, Suite SD
Cheyenne, WY 82001
This corporation may maintain an office, or offices, in such other place or
places within or without the State of Wyoming as may be from time to time
designated by the Board of Directors, or by the bylaws of said corporation, and
that this corporation may conduct all corporation business of every kind and
nature, including the holding of all meetings of directors and stockholders,
outside the State of Wyoming as well as within the State of Wyoming.
FIFTH. The corporation shall have unlimited power to engage in and do any lawful
act concerning any or all lawful business for which corporations may be
organized under the Act and not limited by the Statutes of Wyoming, or any other
state in which it conducts it's business.
SIXTH. The governing board of this corporation shall be known as directors, and
the number of directors may from time to time be increased or decreased in such
manner as shall be provide by the bylaws of this corporation, providing that the
number of directors shall not be reduced to less than one (1). The name and post
office address of the incorporator and initial Board of Directors shall be
listed as follows:
Karis B Rowley
200 West 17th Street, Suite 80
Cheyenne, WY 82001
SEVENTH. The capital shares, after the amount of the subscription price, or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.
EIGHTH. The corporation is to have perpetual existence.
NTTTH. Any corporate officer, director, or shareholder of this corporation shall
not, in the absence of fraud, be prohibited from dealing with this corporation
either as vendor, purchaser or otherwise. A pecuniary interest in any
transaction by any such director, shareholder or officer shall not disqualify
him in any way from acting in his corporate capacity. No director nor officer,
nor any firm, association, or corporation of which he shall be a member, or in
which he may be pecuniarily interested in any manner be disqualified from
dealing with the corporation as a result of the association. No director nor
officer, nor any firm, association, or corporation with which he is connected as
aforesaid shall be liable to account to this corporation or its shareholders for
any profit realized by him from or through any such transaction or contract; it
being the express purpose and intent of this Article to permit this corporation
to buy from, sell to, or otherwise deal with partnerships, firms, or
corporations of directors and officers of the corporation, or any one or more of
them, or any one of them who may have pecuniary interest, and the contracts of
this corporation, in the absence of fraud, shall not be void or voidable or
affecting in any manner by reason of such position. Furthermore, directors of
this corporation may be counted for a quorum of the Board of Directors of this
corporation at a meeting even though they may be pecuniarily interested in
matters considered at a meeting; any action taken at such a meeting with
reference to such matters by a majority of the disinterested directors shall not
be void or voidable by this corporation in absence of fraud.
TENTH. 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 or for any act or omission of any such director or
officer: however, the fore-going provision shall not eliminate or limit the
liability of a director or officer for (a) any breach of director1s duty of
loyalty, as defined in the Wyoming Business Corporation Act, to the corporation
or its shareholders; (b) the payment of distribu- tions in violation of W.S.
17-16-833; (c) acts or omissions not in good faith or which involved inten-
tional misconduct or a knowing violation of law, or; (d) any transaction from
which the officer or director derived an improper personal benefit. Any repeal
or modification of this Article by the stock- holders 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 or
omissions prior to such repeal or modification.
ELEVENTH. This corporation reserves the right to amend, alters change or repeal
any provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, or by the Articles of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
I THE UNDERSIGNED, being the Incorporator herein before named for the purpose of
forming a corporation pursuant to the Wyoming Business Corporation Act, I do
make and file these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are trust and accordingly have hereunto set my hand
this Tuesday, December 14, 1999.
Karis B. Rowley , Incorporator
SECRETARY OF STATE
State of Wyoming
The Capitol
Cheyenne,WY 82002
CONSENT TO
APPOINTMENT BY REGISTERED AGENT
1. I, Karis B. Rowley, General Manager of Corporate Service Center of Wyoming,
Inc., consent to serve as the registered agent for psitek.org inc. on the date
shown below.
2. The registered agent, CORPORATE SERVICE CENTER OF WYOMING, INC., certifies
that it is a domestic corporation whose business office is identical with the
registered office.
3. I know and understand the duties of a registered agent as set forth in the
1989 Wyoming Business Corporation Act.
DATED this Tuesday, December 14, 1999.
Karis B Rowley, General Manager
Corporate Service Center of Wyoming, Inc.
Secretary of State
State of Wyoming
The Capital
Cheyenne, WY 82002-0020
ARTICLES OF AMENDMENT
(BY BOARD OF DIRECTORS OR INCORPORATORS)
1. The name of the corporation is: CareerTek.org, Inc.
2. Article THIRD is amended as follows:
The corporation shall have authority to issue 100,000,000 shares of common stock
of no par value with one vote for each share.
The corporation by actions of its Board of Directors shall have authority to
issue 1,000,000 shares of Class A three year preferred shares, 1,000,000 shares
of Class B three year preferred shares, 1,000,000 shares of Class C three year
preferred shares, 1,000,000 shares of Class D three year preferred shares and
1,000,000 shares of Class E three year preferred shares to be issued from time
to time. These shares shall one vote per share and can be convertible into
common shares under the terms and conditions set by the Board of Directors.
The corporation by actions of its Board of Directors shall have authority to
issue 5,000,000 shares of Senior Preferred Shares with no initial voting rights,
but if the corporation does not have sufficient earnings per share to cause at
least one of the Classes of the three year preferred shares described in the
paragraph immediately above to become convertible, each of these Senior
Preferred Shares shall have 20 votes. In the event that at least one of the
classes of three year preferred shares described herein has been eligible for
conversion then each of these Senior Preferred Shares shall be convertible into
common shares on the ratio of one share of common for each Senior Preferred
Share. This conversion shall occur within thirty days after the conversion of
the first Class of three year preferred shares.
3. If the amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment if not contained in the amendment itself.
4. The date if each amendment's adoption is: September 27, 2000.
5. The amendment was adopted by the board of Directors or Incorporators
(circle one) without shareholder action and shareholder action was
not required.
Date: September 26, 2000
Signed: _______________________
Title: Secretary
****************************************************************************
Filing Fee: $50.00
1. The document may be executed by the Chairman of the Board, President
or another of its officers
2. The document shall be accompanied by one (1) exact or conformed copy.
Revised 7/1/96
Secretary of State
State of Wyoming
The Capital
Cheyenne, WY 82002-0020
ARTICLES OF AMENDMENT
(BY BOARD OF DIRECTORS OR INCORPORATORS)
1. The name of the corporation is: CareerTek.org, Inc.
2. Article THIRD is amended as follows:
The corporation shall have authority to issue 100,000,000 shares of common stock
of no par value with one vote for each share.
The corporation by actions of its Board of Directors shall have authority to
issue 500,000 shares of Class A three year preferred shares, 500,000 shares of
Class B three year preferred shares, 500,000 shares of Class C three year
preferred shares and 500,000 shares of Class D three year preferred shares to be
issued from time to time. These shares shall one vote per share and can be
convertible into common shares under the terms and conditions set by the Board
of Directors.
The corporation by actions of its Board of Directors shall have authority to
issue 5,000,000 shares of Senior Preferred Shares with no initial voting rights,
but if the corporation does not have sufficient earnings per share to cause at
least one of the Classes of the three year preferred shares described in the
paragraph immediately above to become convertible, each of these Senior
Preferred Shares shall have 20 votes. In the event that at least one of the
classes of three year preferred shares described herein has been eligible for
conversion then each of these Senior Preferred Shares shall be convertible into
common shares on the ratio of one share of common for each Senior Preferred
Share. This conversion shall occur within thirty days after the conversion of
the first Class of three year preferred shares.
3. If the amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment if not contained in the amendment itself.
4. The date if each amendment's adoption is: September 15, 2000.
5. The amendment was adopted by the board of Directors or Incorporators
(circle one) without shareholder action and shareholder action was
not required.
Date: September 19, 2000
Signed: _______________________
Title: Secretary
****************************************************************************
Filing Fee: $25.00
1. The document may be executed by the Chairman of the Board, President
or another of its officers
2. The document shall be accompanied by one (1) exact or conformed copy.
Revised 7/1/96
