EXHIBIT 3.1
GREAT SEAL OF STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that PROJECT IV, INC. did on August 16, 2002 file in this office
the original Articles of Incorporation; that said Articles are now on file and
of record in the office of the Secretary of State of the State of Nevada, and
further, that said Articles contain all the provisions required by the law of
said state of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand
And affixed the Great Seal of State, at my office,
in Carson City, Nevada, on August 19, 2002.
/s/ Dean Heller
Secretary of State
By Damienne C. Smett
Certification Clerk
(seal)
Filed #C20508-02
AUG 16 2002
IN THE OFFICE OF
/S/DEAN HELLER
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
PROJECT IV, INC.
The undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under the general corporation laws of the State
of Nevada, does make and file these Articles declaring and certifying that the
facts herein stated are true.
ARTICLE I.
NAME.
The name of the corporation is Project IV, Inc.
ARTICLE II.
TERM.
The duration of the corporation shall be perpetual.
ARTICLE III.
RESIDENT AGENT & REGISTERED OFFICE.
The corporation's resident agent for service of process is State Agent &
Transfer Syndicate, Inc. whose address is 202 N. Curry Street, Suite 100, Carson
City, Nevada 89703.
ARTICLE IV.
CAPITAL STOCK.
The number of shares that the Corporation is authorized to issue shall be
Five Hundred Million (500,000,000) shares of Common stock having a par value of
$.001 per share.
ARTICLE V
BOARD OF DIRECTORS.
The business and affairs of the Corporation shall be managed under the
direction of a Board of Directors, which shall initially be composed of one
member. The name and address of the first member of the Board of Directors are
as follows:
John Gandy 4702 Oleander Drive
Suite 200
Myrtle Beach, SC 29577
ARTICLE VI.
DIRECTORS' AND OFFICERS' LIABILITY AND INDEMNITY
(A) A director or officer of the Corporation shall not be personally
liable to the Corporation or its shareholders for damages for breach of
fiduciary duty as a director or officer, but this Article shall not eliminate or
limit the liability of a director or officer for (i) acts or omissions which
involve intentional misconduct, fraud, or a knowing violation of law; or (ii)
the payment of distributions in violation of NRS 78.300. If applicable Nevada
law is hereafter amended or interpreted to eliminate or limit further the
liability of a director or officer, the liability of all directors and officers
shall be eliminated or limited to the full extent then so permitted.
(B) Subject to Article VI (A) hereof, each officer and director who may be
made a party to, or threatened to be made a party to, any action, suit or
proceeding by reason of the fact that he or she is or was a director or officer,
shall be indemnified and held harmless by the Corporation to the fullest extent
permitted by Nevada law. The expenses of any officer or director incurred in
defending a civil or criminal action, suit or proceeding involving alleged acts
or omissions of such officer or director in his or her capacity as an officer or
director of the Corporation must be paid by the Corporation or through insurance
purchased and maintained by the Corporation or through other financial
arrangements made by the Corporation as they are 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 officer or director to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he or she is
not entitled to be indemnified by the Corporation. The indemnification right
conferred by this Article shall be in addition to any rights conferred under
applicable Nevada law.
(C) The Corporation may, by action of its Board of Directors, provide
indemnification to such of the employees and agents of the Corporation to such
extent and to such effect as the Board of Directors shall determine to be
appropriate and authorized by Nevada law.
(D) The Corporation shall have the 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 of another corporation, partnership,
joint venture, trust or other enterprise against any expense, liability or loss
incurred by such person in any such capacity or arising out of his or her status
as such, whether or not the Corporation would have the power to indemnify him or
her against such liability under Nevada law.
(E) The rights and authority conferred in this Article shall not be
exclusive of any other right, which any person may otherwise have or hereafter
acquire.
(F) Neither the amendment nor repeal of this Article, the adoption of any
provision of these Articles of Incorporation or the by-laws of the Corporation,
nor, to the fullest extent permitted by Nevada law, any modification of law,
shall eliminate or reduce the effect of this Article in respect of any acts or
omissions prior to such amendment, repeal, adoption or modification.
ARTICLE VII
AMENDMENT
Subject to Article VI hereof, the Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles of
Incorporation in the manner provided by statute, and all rights conferred upon
the shareholders are granted subject to the foregoing reservation.
ARTICLE VIII
INCORPORATOR
The name and street address of the Incorporator to these Articles of
Incorporation are as follows:
John Gandy 4702 Oleander Drive
Suite 200
Myrtle Beach, SC 29577
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation, this 15th day of August, 2002.
/s/ John Gandy
---------------------------------
John Gandy, Incorporator
SECRETARY OF STATE OF NEVADA
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT
FILED c-20508-02
Aug 16 2002
In the office of
/s/ Dean Heller
Dean Heller, Secretary of State
IN THE MATTER OF
PROJECT IV, INC.
State Agent and Transfer Syndicate, Inc.
202 North Curry Street, Suite 100
Carson City, NV 89703-4121
Hereby certifies that on August 16, 2002, we accepted appointment as Resident
Agent for the above named corporation in accordance with Sec. 78.090, NRS 1957.
IN WITNESS WHEREOF, I have hereunto set my hand this August 16, 2002.
/s/ illegible
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for State Agent and Transfer Syndicate, Inc.