ARTICLES OF INCORPORATION OF
American Radio Empire, Inc.
THE UNDERSIGNED PERSON, acting as Incorporator of a corporation under the
provisions of the Nevada General Corporation Law, adopts the following Articles
of Incorporation:
FIRST. The name of the corporation is:
American Radio Empire, Inc.
SECOND. The street address of the corporation's resident agent and the
principal or statutory address of this corporation in the State of Nevada shall
be:
CORPORATE SERVICE CENTER, INC.
1475 Terminal Way, Suite E
Reno, Washoe County, NV 89502
This corporation may maintain an office, or offices, in such other place or
places within or without the State of Nevada 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 Nevada as well as within the State of Nevada.
THIRD. 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 Law and not limited by the Statutes of Nevada, or any other
state in which it conducts its business.
FOURTH. That the total number of voting common stock authorized that may be
issued by the corporation is TWENTY FIVE THOUSAND (25,000) shares of stock with
NO par value, and no other class of stock shall be authorized. 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.
FIFTH. 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 provided 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 first Board of Directors, which shall be one (1)
in number, shall be listed as follows:
TREVOR C. ROWLEY
1475 Terminal Way, Suite E
Reno, NV 89502.
SIXTH. The capital stock, 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.
SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
TREVOR C. ROWLEY
1475 Terminal Way, Suite E
Reno, NV 89502.
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EIGHTH. The corporation is to have perpetual existence.
NINTH. 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 though any such transaction
or contract, it being the express purpose and intent of the Article to permit
this corporation to buy from, sell to, or otherwise deal with the partnerships,
firms, or corporations of directors and officers of the corporation, or any one
or more 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 the 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 & omission of any such
director or officer, however, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law or (b) 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 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, alter, 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.
1, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of
forming a corporation pursuant to the General Corporation Laws 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 this Thursday, December 03, 1998.
_____________________
TREVOR C. ROWLEY
Incorporator
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SECRETARY OF STATE State of Nevada Capitol Complex Carson City, NV 89710
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT
1. CORPORATE SERVICE CENTER, INC. hereby accepts the appointment as Resident
Agent of American Radio Empire, Inc.
2. The Resident Agent, CORPORATE SERVICE CENTER, INC., certifies that it is a
domestic corporation whose business office is identical with the registered
office.
3. CORPORATE SERVICE CENTER, INC. certifies that it knows and understands the
duties of a Resident Agent as set forth in the General Corporation Law of
Nevada.
DATED this Thursday, December 03, 1998.
CORPORATE SERVICE CENTER, INC.
By:
TREVOR C. ROWLEY
Vice President
