EXHIBIT 3.2
ARTICLES OF INCORPORATION
OF
ELDORADO CAPITAL CORP.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned do hereby associate themselves into a
corporation, under and by virtue of the Nevada Revised Statutes, Title 7,
Chapter 78, as amended, and do hereby certify and adopt the following Articles
of Incorporation:
ARTICLE I
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The name of the corporation is ELDORADO CAPITAL CORP.
ARTICLE II
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The registered agent of the corporation is Sierra Corporate Services
and the location of the registered office of the corporation in the State of
Nevada is 241 Ridge Street, 4th Floor, Reno, Nevada. Branch offices may
hereafter be established at such other place or places, either within or without
the State of Nevada as may be determined from time to time by the Board of
Directors.
ARTICLE III
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The purpose for which said corporation is formed is to engage in any
lawful activity. The corporation shall have all powers authorized by Title 7,
Chapter 78, of the Nevada Revised Statutes, as amended, except as otherwise
provided in these Articles or subsequent amendments thereto.
ARTICLE IV
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The amount of the authorized capital stock of this corporation is
2,500 shares with no par value.
Any and all shares of stock of this corporation of any class shall be
paid in as the Board of Directors may designate and as provided by law, in cash,
real or personal property, option to purchase, or any other valuable right or
thing, for the uses and purposes of the corporation, and said shares of stock
when issued in exchange therefor shall thereupon and thereby become and be fully
paid, the same as though paid for in cash, and shall be nonassessable forever,
and the judgment of the Board of Directors of the corporation concerning the
value of the property, right or thing, acquired in purchase or exchange for
capital stock shall be conclusive. No stockholder shall have any preemptive
rights.
ARTICLE V
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Section 1. Directors
Members of the governing board shall be known as "Directors," and the
number thereof shall not be less than three nor more than nine, except that, in
cases where all the shares of the corporation are owned beneficially and of
record by either one or two stockholders, the number of directors may be less
than three but not less than the number of stockholders.
Section 2. Personal Liability
Directors of the corporation shall not be personally liable to the
corporation or its stockholders for damages for
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breach of fiduciary duty as a director, except for (i) acts or omissions which
involve intentional misconduct, fraud, or a knowing violation of law; or (ii)
the payment of dividends in violation of the provisions of Chapter 78 of the
Nevada Revised Statutes. If Chapter 78 of the Nevada Revised Statutes is amended
after approval by the stockholders of this article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
full extent permitted by Chapter 78 of the Nevada Revised Statutes, as so
amended.
Section 3. Indemnification
Each person who is or was a director of the corporation (including the
heirs, executors, administrators or estate of such person) shall be indemnified
by the corporation as of right to the full extent permitted by Chapter 78 of the
Nevada Revised Statutes against any liability, cost or expense asserted against
such director and incurred by such director by reason of the fact that such
person is or was a director. The expenses of directors, past or present,
incurred in defending a civil or criminal action, suit, or proceeding must be
paid by the corporation as 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 to repay the amount if it is ultimately determined by a court of
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competent jurisdiction that he is not entitled to be indemnified by the
corporation.
Section 4. Indemnification and Insurance
The corporation to the full extent of its power to do so, shall
indemnify all directors, officers, employees, and/or agents in accordance with
the provisions the Nevada Revised Statutes. Further, the corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee, or agent or
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him in any such capacity or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Nevada law.
Section 5. Modifications
Any repeal or modification of all or any portion of the provisions of
this Article by the stockholders of the corporation shall not adversely affect
any right or protection of an officer or director of the corporation existing at
the time of such repeal or modification.
ARTICLE VI
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The names and addresses of the first Board of Directors of the
corporation, which are three (3), are as follows:
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Sarah Smithson
1749 Terrace Heights Lane
Reno, Nevada 89523
Norma Zirbel
415 Rue De La Rouge
Sparks, Nevada 89434
Sybil Maldonado
1112 Bradley Square
Sparks, Nevada 89431
ARTICLE VII
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The stock of this corporation, after the amount of the subscription
price, or par value has been fully paid in, shall be nonassessable forever, and
shall not be subject to pay the debts of the corporation.
ARTICLE VIII
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The names and addresses of the incorporators signing these Articles of
Incorporation are as follows:
Sarah Smithson
1749 Terrace Heights Lane
Reno, Nevada 89523
Norma Zirbel
415 Rue De La Rouge
Sparks, Nevada 89434
Sybil Maldonado
1112 Bradley Square
Sparks, Nevada 89431
ARTICLE IX
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The corporation is to have perpetual existence.
ARTICLE X
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A resolution, in writing, signed by all of the members of the Board of
Directors of the corporation, shall be and constitute action by the Board of
Directors to the effect therein expressed with the same force and effect as
though such resolution had been passed at a duly convened meeting, and it shall
be the duty of the Secretary to record every such resolution in the Minute Book
of the corporation under its proper date.
ARTICLE XI
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The Directors shall have the power to make and alter the Bylaws of the
corporation. Bylaws so made by the Directors under the power so conferred may
be altered, amended or repealed
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by the Directors or by the Stockholders at any meeting called and held for that
purpose.
IN WITNESS WHEREOF, we have hereunto set our hands and executed these
Articles of Incorporation this 31st day of May 1996.
/s/ Sarah Smithson
___________________________________
SARAH SMITHSON
/s/ Norma Zirbel
___________________________________
NORMA ZIRBEL
/s/ Sybil Maldonado
___________________________________
SYBIL MALDONADO
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STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 31st day of May 1996, personally appeared before the
undersigned, a Notary Public in and for the County of Washoe, State of Nevada,
Sarah Smithson, Norma Zirbel, and Sybil Maldonado, known to me to be the persons
described in and who executed the foregoing instrument freely and voluntarily
and for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
[Signature Appears Here]
________________________________
Notary Public
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