EXHIBIT 3.1
ARTICLES OF INCORPORATION OF
EagleDirect.com, inc.
The undersigned natural person, having the capacity to contract and acting
as the incorporator of a corporation under the Colorado Business Corporation
Act, adopts the following Articles of Incorporation for the corporation:
1. Corporate Name. The name of the corporation (which is hereinafter
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called the "Corporation") is EagleDirect.com, inc.
2. For Profit. The Corporation is for profit.
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3. Principal Office. The address of the Corporation's principal office in
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the State of Colorado is 5105 East 41st Avenue, Denver, Colorado, 80216.
4. Initial Registered Agent and Office. The name of the Corporation's
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initial registered agent is Howard J. Harris. The street address, zip code and
county of the Corporation's registered office and registered agent in the State
of Colorado shall be:
5105 East 41st Avenue
Denver, Colorado 80216
Denver County
5. Corporate Purpose. The purpose of the Corporation is to engage in
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any lawful act or activity for which a corporation may now or hereafter be
organized under the Colorado Business Corporation Act (the "CBCA").
6. Incorporator. The name and address of the incorporator is Howard J.
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Harris, 5105 East 41st Avenue, Denver Colorado, 80216.
7. Capital Stock.
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7.1 Authorized Amount. The Corporation shall be authorized to issue
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One Hundred Ten Million (110,000,000) shares of capital stock, of which One
Hundred Million (100,000,000) shares shall be Common Stock, par value
$0.001 per share, and Ten Million (10,000,000) shares shall be Preferred
Stock, par value $0.001 per share.
7.2 Common Stock.
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(a) Voting Rights. Except as otherwise required by law or as provided
by the Board of Directors with respect to any class or series of Preferred
Stock, the entire voting power and all voting rights shall be vested
exclusively in the Common Stock. Each holder of shares of Common Stock
shall be entitled to one vote per share on each matter to be
decided by the shareholders. The shares of Common Stock do not have
cumulative voting rights.
(b) Dividends. Subject to the preferential rights of the holders of
shares of any class or series of Preferred Stock as provided by the Board
of Directors with respect to any such class or series of Preferred Stock,
the holders of the Common Stock shall be entitled to receive, as and when
declared by the Board of Directors out of the funds of the Corporation
legally available therefor, such dividends (payable in cash, stock or
otherwise) as the Board of Directors may from time to time determine,
payable to shareholders of record on such dates, as shall be fixed for such
purpose by the Board of Directors in advance of payment of each particular
dividend.
(c) Liquidation. In the event of liquidation, dissolution or winding
up of the affairs of the Corporation, whether voluntary or involuntary,
after payment or provision for payment of all of the Company's debts and
obligations and any preferential distributions to holders of Preferred
Stock and any series or class of the Company's stock hereafter issued that
ranks senior as to liquidation rights to the Common Stock, if any, the
holders of the Common Stock will be entitled to share ratably in proportion
to the number of shares of Common Stock held by them respectively in the
Corporation's remaining assets.
7.3 Authority of Board to Fix Terms of Preferred Stock. The Board of
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Directors of the Corporation is hereby expressly authorized at any time and from
time to time to provide for the issuance of all or any shares of the Preferred
Stock in one or more series, and to fix for each such series such voting powers,
full or limited, or no voting powers, and such distinctive designations,
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such series and to the fullest extent as may now
or hereafter be permitted by the CBCA, including, without limiting the
generality of the foregoing, the authority to provide that any such series may
be (i) subject to redemption at such time or times and at such price or prices;
(ii) entitled to receive dividends (which may be cumulative or non-cumulative)
at such rates, on such conditions, and at such times, and payable in preference
to, or in such relation to, the dividends payable on any other class or classes
or any other series; (iii) entitled to such rights upon the dissolution of, or
upon any distribution of the assets of, the Corporation; or (iv) convertible
into, or exchangeable for, shares of any other class or classes of stock, or of
any other series of the same or any other class or classes of stock, or other
securities or property, of the Corporation at such price or prices or at such
rates of exchange and with such adjustments, all as may be stated in such
resolution or resolutions. Unless otherwise provided in such resolution or
resolutions, shares of Preferred Stock of any series which shall be issued and
thereafter acquired by the Corporation through purchase, redemption, exchange,
conversion or otherwise shall return to the status of authorized but unissued
Preferred Stock.
7.4 No Preemptive Rights. No shareholder of the Corporation will, solely
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by reason of holding shares of any class, have any preemptive or preferential
right to purchase or subscribe for any shares of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds or
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other securities convertible into or carrying warrants, rights or options to
purchase shares of any class, now or hereafter to be authorized, whether or not
the issuance of any such shares or such notes, debentures, bonds or other
securities would adversely affect the dividend, voting or any other rights of
such shareholder. The Board of Directors may authorize the issuance of, and the
Corporation may issue, shares of any class of capital stock of the Corporation,
or any notes, debentures, bonds or other securities convertible into or carrying
warrants, rights or options to purchase any such shares, without offering any
shares of any class to the existing holders of any class of stock of the
Corporation.
8. Board of Directors.
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8.1 Number. Subject to the rights of the holders of any series of
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Preferred Stock to elect directors under specified circumstances, the Board
of Directors shall consist of not less than three (3) nor more than fifteen
(15) members unless otherwise determined from time to time by resolution
adopted by the affirmative vote of at least eighty percent (80%) of the
members of the Board of Directors. However, the number of directors shall
never be less than the minimum number required by the CBCA. A director
need not be a shareholder. Directors shall be divided into three (3)
classes as nearly equal in number as possible. The initial term of Class I
directors shall expire at the annual shareholder meeting in 2000; the
initial term of Class II directors shall expire at the annual shareholder
meeting in 2001; and the initial term of the Class III directors shall
expire at the annual shareholder meeting in 2002. At each annual
shareholder meeting, the shareholders shall elect one or more directors to
serve a three-year term of the class of directors whose term is expiring at
such annual meeting and until their successors are elected and qualify.
8.2 Vacancies. Subject to applicable law and any rights of the
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holders of any series of Preferred Stock with respect to such series of
Preferred Stock, and unless the Board of Directors otherwise determines,
vacancies resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships
resulting from any increase in the authorized number of directors, may be
filled only by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors. The
directors chosen to fill vacancies shall hold office for a term expiring at
the end of the next annual meeting of shareholders at which the term of the
class to which they have been elected expires. At all times all classes of
Directors shall be as nearly equal in number as possible. If, consistent
with the concept that the three classes of Directors shall be as nearly
equal in number as possible, any newly-created directorship may be
allocated to more than one class, the Board of Directors shall allocate it
to the available class whose term is due to expire at the earliest date
following such allocation.
8.3 Removal. Any director of the Corporation may be removed from
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office but only for cause and only by (a) the affirmative vote of the
holders of a majority of the voting power of the shares entitled to vote
for the election of directors, considered for this purpose as one class,
unless a vote of a special voting group is otherwise required by law or (b)
the affirmative vote of a majority of the entire Board of Directors then in
office.
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9. Special Meetings of Shareholders. Subject to any rights of the holders
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of any series of Preferred Stock with respect to such series of Preferred Stock,
the Corporation shall hold a special meeting of shareholders only in the event
(a) of a call of the Board of Directors of the Corporation or the officers
authorized to do so by the Bylaws of the Corporation or (b) the holders of at
least fifty percent (50%) of all the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign, date, and
deliver to the Corporation's secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be held, including
all statements necessary to make any statement of such purpose not incomplete,
false or misleading, and include any other information specified in Schedule
14A, Rule 14a-3, Rule 14a-8, or Rule 14a-11 of the Rules and Regulations of the
Securities and Exchange Commission. Only business within the purpose or
purposes described in the meeting notice may be conducted at a special
shareholders' meeting.
10. Liability of Directors. To the fullest extent permitted by the CBCA, a
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director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages (including, without limitation, any judgment,
amount paid in settlement, fine, penalty, punitive damages, excise tax assessed
with respect to an employee benefit plan, or expense of any nature, including
attorneys' fees) for breach of fiduciary duty as a director. If the CBCA or any
successor statute is amended after adoption of this provision 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 fullest extent permitted by the CBCA, as so amended
from time to time. Neither the amendment nor repeal of this Article 10 nor the
adoption of any provision of these Articles of Incorporation inconsistent with
this Article 10 shall eliminate or reduce the effect of this Article 10 in
respect of any matter arising or relating to any actions or omissions occurring
prior to such amendment, repeal or adoption of an inconsistent provision.
11. Indemnification of Directors. The Corporation shall indemnify every
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person who is or was a party or is or was threatened to be made a party to any
action, suit or proceeding, whether civil, criminal, administrative, or
investigative, by reason of the fact that he or she is or was a director or
officer or is or was service at the request of the Corporation as a director,
officer, employee, agent or trustee of another corporation or partnership, joint
venture, trust, employee benefit plan, limited liability company or other
enterprise, including service on a committee formed for any purpose (and, in
each case, his or her heirs, executors, and administrators), against all
expense, liability, and loss (including counsel fees, judgments, fines, ERISA
excise taxes, penalties, and amounts paid in settlement) actually and reasonably
incurred or suffered in connection with such action, suit or proceeding, to the
fullest extent permitted by applicable law, as in effect on the date hereof and
as hereafter amended. Such indemnification may include advancement of expenses
in advance of final disposition of such action, suit or proceeding, subject to
the provisions of any applicable statute.
12. Amendment. Except as otherwise provided in this Article 12, these
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Articles of Incorporation may be amended in the manner now or hereafter
prescribed by statute; provided, however, that unless such action has been
recommended by a vote of a majority of the directors then in office at a meeting
at which a quorum is present, the provisions set forth in Articles 8, 9, 10, 11,
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12 and 13 hereof may not be repealed or amended in any respect and the
provisions set forth in Articles 10 and 11 hereof may not be amended or repealed
in any respect so as to adversely affect the rights therein conferred upon
directors (or such other persons who may be entitled to the rights provided
thereunder) of the Corporation, unless in any of such cases such action is
approved by the affirmative vote of the holders of sixty-six and two-thirds
percent (66-2/3%) of the voting power of all of the then-outstanding shares of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class; provided, however, that in no event shall the last
sentence of Article 10 be amended so as to adversely affect the rights herein
conferred upon directors.
13. Amendment of Bylaws. In furtherance and not in limitation of the
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powers conferred by statute, the Board of Directors of the Corporation is
expressly authorized from time to time to make, adopt, alter, amend, supplement
and repeal the bylaws of the Corporation in any respect, subject to the right of
the shareholders entitled to vote with respect thereto to adopt, alter, amend
and repeal bylaws made by the Board of Directors; provided, however, that bylaws
shall not be made, adopted, altered, amended or repealed by the shareholders of
the Corporation except by the vote of the holders of not less than sixty-six and
two-thirds percent (66-2/3%) of the outstanding shares of stock of each class
and series entitled to vote upon such matter.
14. Consent to Appointment. By signing below Howard J. Harris consents to
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appointment as initial registered agent of the Corporation.
Dated: September ___, 1999 ---------------------------------------
Howard J. Harris
Sole Incorporator and Initial Registered Agent
SHEAMF/ 5000948
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