CERTIFICATE OF DOMESTICATION
The undersigned, George R. Tatum , CEO, of BEVSYSTEMS INTERNATIONAL,
INC., a
foreign Corporation, in accordance with F.S., 607.1801 does hereby
certify:
1. The date on which corporation was first formed is July 29, 1996.
2. The jurisdiction where the above named corporation was first
formed, incorporated, or otherwise came into being is Colorado.
3. The name of the corporation immediately prior to the filing of
this Certificate of Domestication is BevSystems International, Inc.
4. The name of the corporation, as set forth in its Articles
of Incorporation, to be filed pursuant to s. 607.0202 and 607.0401
with this certificate is BevSystems International, Inc.
5. The jurisdiction that constituted the seat, siege, social
principal place of business or central administration of the
corporation, or any other equivalent thereto under applicable law
immediately prior to the filing of the Certificate of
Domestication is Colorado
6. Attached are Florida Articles of Incorporation to complete
the domestication requirements pursuant to s. 607.1801.
I am CEO, of BevSystems International, Inc. and am authorized to sign
this Certificate of Domestication on behalf of the corporation and
have done so this the 24th day of October, 2002.
/s/George R. Tatum
---------------------------
George R. Tatum
Prepared by: [FILED
L. Van Stillman, Attorney 02 OCT 25 PM 4:10
1177 George Bush Blvd., Suite 308 SECRETARY OF STATE
Delray Beach, Florida 33483 TALLAHASSEE, FLORIDA]
(561) 330-9903
Public Access Number: Audit Number:
Fla. Bar Number: 165520
(H02000217047 8)
Exhibit 3.1 - Pg. 1
ARTICLES OF INCORPORATION
OF
BEVSYSTEMS INTERNATIONAL, INC.
The undersigned hereby adopts the following ARTICLES of
Incorporation for the purpose of forming a corporation under the laws
of the State of Florida:
ARTICLE 1. Name
The name of this corporation is:
BEVSYSTEMS INTERNATIONAL, INC.
ARTICLE 2. Purpose
The purpose for which this corporation is formed is to conduct
any lawful business allowable by the Laws of the State of Florida.
ARTICLE 3. Registered Office; Registered Agent
The address of the initial registered office of the corporation
is 1177 George Bush Boulevard, Suite 308, Delray Beach, Florida 33483,
and the name of its initial registered agent at such address is L. Van
Stillman.
ARTICLE 4. Principal Office
The business address of the corporation's principal office is 501
Brickell Key Drive, Suite 407, Miami, Florida 33131.
ARTICLE 5. Duration
The corporation is to commence its corporate existence on the
date of subscription and acknowledgement of these Articles of
Incorporation and shall exist perpetually thereafter until dissolved
according to law.
Prepared by:
L. Van Stillman, Attorney
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33483
(561) 330-9903
Public Access Number: Audit Number:
Fla. Bar Number: 165520
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 2
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 1 of 13
_________________________________________________
ARTICLE 6. Directors
6.1 Number: The number of directors of the Corporation shall be
subject to the Corporation's bylaws (the "Bylaws"), provided however,
the number of directors of the Corporation may not be fewer than two
unless the Corporation has fewer than two stockholders, in which case
the number of directors may not be fewer than the number of
stockholders.
6.2 Class of Directors: If there shall be more than one
director, the directors shall be classified, in respect solely to the
time for which they shall severally hold office, by dividing them into
three classes (two classes if there are only two directors), each such
class to be as nearly as possible equal in number of directors to each
other class. If there are three or more directors: (i) the first term
of office of directors of the first class shall expire at the first
annual meeting after their election, and thereafter such terms shall
expire on each three year anniversary of such date; (ii) the term of
office of the directors of the second class shall expire on the one
year anniversary of the first annual meeting after their election, and
thereafter such terms shall expire on each three year anniversary of
such one year anniversary; and (iii) the term of office of the
directors of the third class shall expire on the two year anniversary
of the first annual meeting after their election, and thereafter such
terms shall expire on each three year anniversary of such two year
anniversary. If there are two directors: (i) the first term of office
of directors of the first class shall expire at the first annual
meeting after their election, and thereafter such terms shall expire
on each two year anniversary of such date; and (ii) the term of office
of the directors of the second class shall expire on the one year
anniversary of the first annual meeting after their election, and
thereafter such terms shall expire on each two year anniversary of
such one year anniversary. If there is one director, the term of
office such director shall expire at the first annual meeting after
his election. At each succeeding annual meeting, the stockholders of
the Corporation shall elect directors for a full term or the remainder
thereof, as the case may be, to succeed those whose terms have
expired. Each director shall hold office for the term for which
elected and until his or her successor shall be elected and shall
qualify, or until he or she shall resign or be removed as set forth
below.
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 3
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 3 of 13
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6.3 Powers of Directors: Subject to the limitations contained
in the Articles of incorporation and the corporation law for the
State of Florida concerning corporate action that must be authorized
or approved by the shareholders of the corporation, all corporate
powers shall be exercised by or under the authority of the board of
directors, and the business and affairs of the corporation shall be
controlled by the board.
6.4 Removal of Directors: Any directors, any class of directors
or the entire Board of Directors may be removed from office by
stockholder vote at any time, without assigning any cause, but only if
the holders of not less than two-thirds (2/3) of the outstanding
shares of capital stock of the Corporation entitled to vote upon
election of directors, voting together as a single class, shall vote
in favor of such removal.
ARTICLE 7. Incorporators
The names and addresses of the incorporator is:
Name Address
---- -------
George R. Tatum 501 Brickell Key Drive
Suite 407
Miami, Florida 33131.
ARTICLE 8. Capitalization
8.1 Authorized Shares: The total number of shares of capital
stock which the Corporation has the authority to issue in Seven
hundred million (700,000,000). The total number of shares of common
stock which the Corporation is authorized to issue is Six hundred
fifty million (650,000,000) and the par value of each share of such
common stock is one-hundredth of one cent ($.0001) for an aggregate
par value of ten thousand dollars ($65,000). The total number of
shares of preferred stock which the Corporation is authorized to issue
is Fifty million (50,000,000) and the par value of each share of such
preferred stock is one-hundredth of one cent ($.0001) for an aggregate
par value of two thousand dollars ($5,000).
8.1 Rights for Preferred Shares: The board of directors is
expressly authorized to adopt, from time to time, a resolution or
resolutions providing for the issue of preferred stock in one or more
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 4
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 4 of 13
_________________________________________________
series, to fix the number of shares in each such series and to fix
the designations and the powers, preferences and relative,
participating, optional and other special rights and the
qualifications, limitations and restrictions of such shares, of each
such series. The authority of the board of directors with respect to
each such series shall include a determination of the following,
which may vary as between the different series of preferred stock:
(a) The number of shares constituting the series and the
distinctive designation of the series;
(b) The dividend rate on the shares of the series, the
conditions and dates upon which dividends on such shares shall be
payable, the extent, if any, to which dividends on such shares shall
be cumulative, and the relative rights of preference, if any, of
payment of dividends on such shares;
(c) Whether or not the shares of the series are redeemable
and, if redeemable, the time or times during which they shall be
redeemable and the amount per share payable on redemption of such
shares, which amount may, but need not, vary according to the time and
circumstances of such redemption;
(d) The amount payable in respect of the shares of the series,
in the event of any liquidation, dissolution or winding up of this
corporation, which amount may, but need not, vary according to the
time or circumstances of such action, and the relative rights of
preference, if any, of payment of such amount;
(e) Any requirement as to a sinking fund for the shares of the
series, or any requirement as to the redemption, purchase or other
retirement by this corporation of the shares of the series;
(f) The right, if any, to exchange or convert shares of the
series into other securities or property, and the rate or basis,
time, manner and condition of exchange or conversion;
(g) The voting rights, if any, to which the holders of shares
of the series shall be entitled in addition to the voting rights
provided by law; and
(h) Any other terms, conditions or provisions with respect to
the series not inconsistent with the provisions of this ARTICLE or
any resolution adopted by the board of directors pursuant to this
ARTICLE.
The number of authorized shares of preferred stock may be increased or
decreased by the affirmative vote of the holders of a majority of the
stock of this corporation entitled to vote at a meeting of
shareholders. No holder of shares of preferred stock of this
corporation shall, by reason of such holding have any preemptive right
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 5
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 5 of 13
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to subscribe to any additional issue of any stock of any class or
series nor to any security convertible into such stock.
8.2 Statement of Rights for Common Shares:
(a) Subject to any prior rights to receive dividends to which
the holders of shares of any series of the preferred stock may be
entitled, the holders of shares of common stock shall be entitled to
receive dividends, if and when declared payable from time to time by
the board of directors, from funds legally available for payment of
dividends.
(b) In the event of any dissolution, liquidation or winding up
of this corporation, whether voluntary or involuntary, after there
shall have been paid to the holders of shares of preferred stock the
full amounts to which they shall be entitled, the holders of the then
outstanding shares of common stock shall be entitled to receive, pro
rata, any remaining assets of this corporation available for
distribution to its shareholders. The board of directors may
distribute in kind to the holders of the shares of common stock such
remaining assets of this corporation or may sell, transfer or
otherwise dispose of all or any part of such remaining assets to any
other corporation, trust or entity and receive payment in cash, stock
or obligations of such other corporation, trust or entity or any
combination of such cash, stock, or obligations, and may sell all or
any part of the consideration so received, and may distribute the
consideration so received or any balance or proceeds of it to holders
of the shares of common stock. The voluntary sale, conveyance, lease,
exchange or transfer of all or substantially all the property or
assets of this corporation (unless in connection with that event the
dissolution, liquidation or winding up of this corporation is
specifically approved), or the merger or consolidation of this
corporation into or with any other corporation, or the merger of any
other corporation into it, or any purchase or redemption of shares of
stock of this corporation of any class, shall not be deemed to be a
dissolution, liquidation or winding up of this corporation for the
purpose of this paragraph (b).
(c) Except as provided by law or this certificate of
incorporation with respect to voting by class or series, each
outstanding share of common stock of this corporation shall entitle
the holder of that share to one vote on each matter submitted to a
vote at a meeting of shareholders.
(d) Such numbers of shares of common stock as may from time to
time be required for such purpose shall be reserved for issuance (i)
upon conversion of any shares of preferred stock or any obligation of
this corporation convertible into shares of common stock and (ii)
upon exercise of any options or warrants to purchase shares of common
stock.
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 6
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 6 of 13
_________________________________________________
ARTICLE 9. Shareholders
9.1 Amendment of Bylaws: The board of directors has the power
to make, repeal, amend and alter the bylaws of the corporation, to
the extent provided in the bylaws. However, the paramount power to
repeal, amend and alter the bylaws, or to adopt new bylaws, is vested
in the shareholders. This power may be exercised by a vote of a
majority of shareholders present at any annual or special meeting of
the shareholders. Moreover, the directors have no power to suspend,
repeal, amend or otherwise alter any bylaw or portion of any bylaw so
enacted by the shareholders, unless the shareholders, in enacting any
bylaw or portion of any bylaw, otherwise provide.
9.2 Personal Liability of Shareholders: The private property
of the shareholders of this corporation is not subject to the payment
of corporate debts, except to the extent of any unpaid balance of
subscription for shares.
9.3 Denial of Preemptive Rights: No holder of any shares of
the corporation of any class now or in the future authorized shall
have any preemptive right as such holder (other than such right, if
any, as the board of directors in its discretion may determine) to
purchase or subscribe for any additional issues of shares of the
corporation of any class now or in the future authorized, nor any
shares of the corporation purchased and held as treasury shares, or
any part paid receipts or allotment certificates in respect of any
such shares, or any securities convertible into or exchangeable for
any such shares, or any warrants or other instruments evidencing
rights or options to subscribe for, purchase or otherwise acquire any
such shares, whether such shares, receipts, certificates, securities,
warrants or other instruments be unissued, or issued and subsequently
acquired by the corporation; and any such shares, receipts,
certificates, securities, warrants or other instruments, in the
discretion of the board of directors, may be offered from time to time
to any holder or holders of shares of any class or classes to the
exclusion of all other holders of shares of the same or any other
class at the time outstanding.
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 7
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 7 of 13
_________________________________________________
9.4 Voting Rights: Except as otherwise expressly provided by
the law of the State of Florida or this certificate of incorporation
or the resolution of the board of directors providing for the issue
of a series of preferred stock, the holders of the common stock shall
possess exclusive voting power for the election of directors and for
all other purposes. Every holder of record of common stock entitled
to vote and, except as otherwise expressly provided in the resolution
or resolutions of the board of directors providing for the issue of a
series of preferred stock, every holder of record of any series of
preferred stock at the time entitled to vote, shall be entitled to one
vote for each share held.
9.5 Actions By Written Consent: Whenever the vote of shareholders
at a meeting of shareholders is required or permitted to be taken for
or in connection with any corporate action by any provision of the
corporation law of the State of Florida, or of this certificate of
incorporation or of the bylaws authorized or permitted by that law,
the meeting and vote of shareholders may be dispensed with if the
proposed corporate action is taken with the written consent of the
holders of stock having a majority of the total number of votes which
might have been cast for or in connection with that action if a
meeting were held; provided that in no case shall the written consent
be by the holders of stock having less than the minimum percentage of
the vote required by statute for that action, and provided that prompt
notice is given to all shareholders of the taking of corporate action
without a meeting and by less than unanimous written consent.
ARTICLE 10. Amendments
The corporation shall be deemed, for all purposes, to have
reserved the right to amend, alter, change or repeal any provision
contained in its articles of incorporation, as amended, to the extent
and in the manner now or in the future permitted or prescribed by
statute, and all rights conferred in these Articles upon shareholders
are granted subject to that reservation.
ARTICLE 11. Regulation of Business and Affairs of Corporation
11.1 Powers of Board of Directors
(a) In furtherance and not in limitation of the powers conferred
upon the board of directors by statute, the board of directors is
expressly authorized, without any vote or other action by shareholders
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 8
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 8 of 13
_________________________________________________
other than such as at the time shall be expressly required by statute
or by the provisions of these Articles of incorporation, as amended,
or of the bylaw, to exercise all of the powers, rights and privileges
of the corporation (whether expressed or implied in these Articles or
conferred by statute) and to do all acts and things which may be done
by the corporation, including, without limiting the generality of the
above, the right to:
(i) Pursuant to a provision of the bylaw, by resolution
adopted by a majority of the actual number of directors elected and
qualified, to designate from among its members an executive committee
and one or more other committees, each of which, to the extent
provided in that resolution or in the bylaw, shall have and exercise
all the authority of the board of directors except as otherwise
provided by law;
(ii) To make, alter, amend or repeal bylaw for the corporation;
(iii) To authorize the issuance from time to time of all or any
shares of the corporation, now or in the future authorized, part paid
receipts or allotment certificates in respect of any such shares, and
any securities convertible into or exchangeable for any such shares
(regardless of whether those shares, receipts, certificates or
securities be unissued or issued and subsequently acquired by the
corporation), in each case to such corporations, associations,
partnerships, firms, individuals or others (without offering those
shares or any part of them to the holders of any shares of the
corporation of any class now or in the future authorized), and for
such consideration (regardless of whether more or less than the par
value of the shares), and on such terms as the board of directors
from time to time in its discretion lawfully may determine;
(iv) From time to time to create and issue rights or options to
subscribe for, purchase or otherwise acquire any shares of stock of
the corporation of any class now or in the future authorized or any
bonds or other obligations or securities of the corporation (without
offering the same or any part of them to the holders of any shares of
the corporation of any class now or in the future authorized);
(v) In furtherance and not in limitation of the provisions of
the above subdivisions (iii) and (iv), from time to time to establish
and amend plans for the distribution among or sale to any one or more
of the officers or employees of the corporation, or any subsidiary of
the corporation, of any shares of stock or other securities of the
corporation of any class, or for the grant to any of such officers or
employees of rights or options to subscribe for, purchase or
otherwise acquire any such shares or other securities, without in any
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 9
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 9 of 13
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case offering those shares or any part of them to the holders of any
shares of the corporation of any class now or in the future
authorized; such distribution, sale or grant may be in addition to or
partly in lieu of the compensation of any such officer or employee
and may be made in consideration for or in recognition of services
rendered by the officer or employee, or to provide him/her with an
incentive to serve or to agree to serve the corporation or any
subsidiary of the corporation, or otherwise as the board of directors
may determine; and
(vi) To sell, lease, exchange, mortgage, pledge, or otherwise
dispose of or encumber all or any part of the assets of the
corporation unless and except to the extent otherwise expressly
required by statute.
(b) The board of directors, in its discretion, may from time to
time:
(i) Declare and pay dividends upon the authorized shares of
stock of the corporation out of any assets of the corporation
available for dividends, but dividends may be declared and paid upon
shares issued as partly paid only upon the basis of the percentage of
the consideration actually paid on those shares at the time of the
declaration and payment;
(ii) Use and apply any of its assets available for dividends,
subject to the provisions of these Articles, in purchasing or
acquiring any of the shares of stock of the corporation; and
(iii) Set apart out of its assets available for dividends such
sum or sums as the board of directors may deem proper, as a reserve
or reserves to meet contingencies, or for equalizing dividends, or
for maintaining or increasing the property or business of the
corporation, or for any other purpose it may deem conducive to the
best interests of the corporation. The board of directors in its
discretion at any time may increase, diminish or abolish any such
reserve in the manner in which it was created.
11.2 Approval of Interested Director or Officer Transactions:
No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which
one or more of its directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which
authorizes the contract or transaction, or solely because his/her or
their votes are counted for such purpose, if:
1. The material facts as to his/her interest and as to the
contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 10
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 10 of 13
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authorizes the contract or transaction by a vote sufficient for such
purpose without counting the vote of the interested director or
directors; or
2. The material facts as to his/her interest and as to the
contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or
3. The contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the board
of directors, a committee thereof, or the shareholders.
Interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee which
authorizes the contract or transaction.
11.3 Indemnification:
(a) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he/she 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 expenses (including attorneys'
fee), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him/her in connection with such action, suit
or proceeding if he/she acted in good faith and in a manner he/she
reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he/she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.
(b) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 12
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 11 of 13
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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 expenses (including
attorneys' fees) actually and reasonably incurred by him/her in
connection with the defense or settlement of such action or suit if
he/she acted in good faith and in a manner he/she reasonably believed
to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his/her
duty to the corporation unless and only to the extent that the court
in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such other
court shall deem proper.
(c) To the extent that any person referred to in paragraphs
(a) and (b) of this Article has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to
therein or in defense of any claim, issue or matter therein, he/she
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him/her in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this
Article (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he/she has met the applicable standard of
conduct set forth in paragraphs (a) and (b) of this Article. Such
determination shall be made (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such quorum is
not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (c) by the shareholders.
(e) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized by
the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 13
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 12 of 13
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that he/she is entitled to be indemnified by the corporation as
provided in this Article.
(f) The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, bylaw, agreement,
vote of shareholders or disinterested directors or otherwise, both as
to action in his/her 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.
(g) 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
of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him/her and
incurred by him/her in any such capacity, or arising out of his/her
status as such, whether or not the corporation would have the power
to indemnify him/her against such liability under the provisions of
this Article 11.
(h) For the purposes of this Article, references to "the
corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position
under the provisions of this section with respect to the resulting or
surviving corporation as he/she would if he/she had served the
resulting or surviving corporation in the same capacity.
IN WITNESS WHEREOF, the undersigned, as incorporator, hereby
executes these Articles of Incorporation this 24th day of October,
2002.
/s/George R. Tatum
--------------------------
George R. Tatum
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 14
BEVSYSTEMS INTERNATIONAL, INC. Audit Number: (H02000217047 8)
Articles of Incorporation
Page 13 of 13
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CERTIFICATE OF REGISTERED AGENT
-------------------------------
I hereby am familiar with and accept the duties and
responsibilities as registered agent for said corporation.
/s/L. Van Stillman
--------------------------
L. Van Stillman
Registered Agent
Dated: October 24, 2002
[FILED
02 OCT 25 PM 4:10
SECRETARY OF STATE
TALLAHASSEE, FLORIDA]
Audit Number: (H02000217047 8)
Exhibit 3.1 - Pg. 15