Exhibit 3.1
COMPOSITE
of the
ARTICLES OF INCORPORATION
of
CREST VIEW INC.
(as amended through November 27, 2001)
I, the person hereinafter named as Incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to the
requirements of Title 7, Chapter 78 of the Nevada Revised Statutes, and the acts
amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the following
Articles of Incorporation:
FIRST: The name of the corporation (hereinafter called the Corporation) is Crest
View Inc.
SECOND: The name of the Corporation's resident agent in the State of Nevada is
Johnny R. Thomas, and the street address of the said agent where process may be
served upon the corporation is 1700 W. Horizon Ridge Parkway, Henderson, Nevada
89012. The mailing address and the street address of the said resident agent are
identical.
THIRD: (a) The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 48,000,000, all of such authorized
shares having a par value of $.001 per share. Of such authorized shares, (i)
40,000,000 shares shall be shares of common stock and (ii) 8,000,000 shares
shall be shares of preferred stock.
(b) Subject to the rights, privileges, preferences and priorities of any
holders of preferred stock, holders of common stock shall be entitled to
dividends out of funds legally available therefor, when, as and if declared and
paid to the holders of common stock, and, upon liquidation, dissolution or
winding up of the Corporation, share ratably in the assets of the Corporation
available for distribution to the holders of common stock. Except as otherwise
provided in these Articles of Incorporation or by law, the holders of common
stock shall have full voting rights and powers, and each share of common stock
shall be entitled to one vote on each matter for which a vote of holders of
common stock is required under law or is otherwise conducted. All shares of
common stock shall be identical with each other in every respect.
(c) Authority is vested in the Board of Directors of the Corporation to
prescribe the classes, series and number of each class or series of the
preferred stock of the Corporation and the voting powers, designations,
preferences, limitations, restrictions and relative rights of each class or
series of the preferred stock of the Corporation; provided, however, that all
shares of a series must have voting powers, designations, preferences,
limitations, restrictions and relative rights identical with those of other
shares of the same series and, except to the extent otherwise provided in the
description of the series, with those of other series of the same class of
preferred stock. Such prescription shall be stated and expressed by resolution
or resolutions of the Board of Directors of the Corporation before the issuance
of shares of that class or series of preferred stock.
(d) The provisions of this Article THIRD do not restrict the Board of
Directors of the Corporation from taking action to protect the interests of the
Corporation and the stockholders of the Corporation, including, but not limited
to, adopting or executing plans, arrangements or instruments that deny rights,
privileges, power or authority to a holder of a specified number of shares or
percentage of share ownership or voting power.
FOURTH: The governing board of the Corporation shall be styled as a "Board of
Directors," and any member of said Board shall be styled as a "Director."
The number of directors of the Corporation may be increased or decreased in
the manner provided in the By-Laws of the Corporation; provided, that the number
of directors shall never be less than one. In the interim between election of
directors by stockholders entitled to vote, all vacancies, including vacancies
caused by an increase in the number of directors and including vacancies
resulting from the removal of directors by the stockholders entitled to vote
which are not filled by said stockholders, may be filled by the remaining
directors, though less than a quorum.
FIFTH: The name and the post office box or street address, either residence or
business, of the incorporator signing these Articles of Incorporation are as
follows:
Name Address
- ---- -------
Elliot H. Lutzker, Esq. Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158
SIXTH: The Corporation shall have perpetual existence.
SEVENTH: The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the General Corporation Law of the
State of Nevada, as the same may be amended and supplemented.
EIGHTH: The Corporation may, to the fullest extent permitted by the General
Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and 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 a person.
NINTH: The Corporation may engage in any lawful activity.
TENTH: The Corporation reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
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