ARTICLES OF INCORPORATION
OF
PATIO BAHIA, INC.
The undersigned, acting as incorporator of PATIO BAHIA, INC., under the Florida General Corporation Act, adopts the following Articles of Incorporation
ARTICLE I NAME
The name of the corporation is:
PATIO BAHIA, INC.
ATICLE II COMMENCEMENT OF EXISTENCE
This existence of the corporation will commence on the date of filing of these Articles of Incorporation.
ARTICLE III PURPOSE
The corporation is formed for the purpose of engaging in the business of IMPORT and SALE OF PATIO FURNITURE and in all businesses incidental thereto, and may also engage in any activity or business permitted under the laws of the United States and Florida.
ARTICLE IV AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have outstanding at any time is 7,500 shares of common stock having a par value of $1.00 per share. The consideration to be paid for each share shall be fixed by the board of directors and may be paid in whole or in part in cash or other property, tangible or intangible or in labor or services actually performed by the corporation with a value in the judgment of the directors, equivalent to or greater than the full par value of the shares.
ARTICLE V INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is:
400 S. POINTE DRIVE #1704
MIAMI BEACH, FL 33139
and the name of the corporation's initial registered agent at the address is: ZLATUSE JERABKOVA
ARTICLE Va PHYSICAL LOCATION OF BUSINESS
400 S. POINTE DRIVE #1704
MIAMI BEACH, FL 33139
ARTICLE VI INITIAL BOARD OF DIRECTORS
The corporation shall have one (4) directors initially. The number of directors may be changed from time to time, as provided in the bylaws, but will never be less than one. The name and street address of the initial directors are:
| NAME | Title |
| ZLATUSE JERABKOVA | PRESIDENT |
| 400 S. Pointe Drive #1704 | |
| Miami Beach, FL 33139 | |
| | |
| NADIA KNORPP | SECRETARY |
| 400 S. Pointe Drive #1704 | |
| Miami Beach, FL 33139 | |
| | |
| Jeanne McCarthy | DIRECTOR |
| 400 S. Pointe Drive #1704 | |
| Miami Beach, FL 33139 | |
| | |
| ANDRE PLESSEL | DIRECTOR |
| 400 S. Pointe Drive #1704 | |
| Miami Beach, FL 33139 | |
ARTICLE VII INCORPORATOR
The name and street address of the incorporator is:
ZLATUSE JERABKOVA
400 S. Pointe Drive #1704
Miami Beach, FL 33139
ARTICLE VIII BYLAWS
The power to adopt, alter, amend or repeal bylaws shall be vested in the board of directors and the shareholders, except that the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaws is not subject to amendment or repeal by the directors.
ARTICLE IX SEC. 1244 STOCK
It is the intention and purpose of the subscribers of these Articles of Incorporation that the stock of this corporation be qualified and subscribed to and sold all in accordance with the provisions of Section 1244 of the Internal Revenue Code and it is the contemplated that the stockholders and officers of this corporation shall adopt such resolutions as are appropriate in order to effectuate that treating of the stock this corporation under Section 1244 of the Internal Revenue Code.
ARTICLE X AMENDMENTS
The corporation reserves the right to amend, alter, change or repeal any provison in these Articles of Incorporation in the manner prescribed by law, and all rights conferred on shareholders are subject to this reservations. These Articles maybe amended prior to the issuance of shares of the corporation by the unanimous approval or consent of the board of directors. There after, every amendment shall be approved by the board of directors, proposed by them to the shareholders, and approved at the shareholders' meeting by the holders of a majority of the shares entitled to vote on the matter or in such other manner as may be provided by law.
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 11th day of November 2002.
/s/ Zlatuse Jerabkova
Zlatuse Jerabkova, President
ARTICLE XI SUB CHAPTER S CORPORATION
The corporation may elect to be an S Corporation as provided in Sub Chapter of the Internal revenue Code of 1986, as amended
ACCEPTANCE OF APPOINTMENT AS REGISTERED AGENT
Having been named as registered agent, for Patio Bahia, Inc., in the foregoing Articles of Incorporation, I, Hereby agree to accept service of process for said Corporation and to comply with proper performance of the duties as registered agent.
Patio bahia, Inc., a Florida Corporation
/s/ Zlatuse Jerabkova,
Zlatuse Jerabkova
Registered Agent
