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EXHIBIT 3.1
STATE OF NEVADA
ARTICLES OF INCORPORATION
OF
E STAR HOLDING CORP.
The undersigned, desiring to form, organize and incorporate a
corporation under the laws of the State of Nevada, hereby adopts the following
Articles of Incorporation and certifies:
ARTICLE I
The name of this corporation shall be:
E STAR HOLDING CORP.
ARTICLE II
This corporation may engage in any activity or business permitted under
the laws of the State of Nevada, and shall enjoy all the rights and privileges
of a corporation granted by the laws of the State of Nevada.
ARTICLE III
The aggregate number of shares which the corporation shall have
authority to issue is One Hundred Ten Million (110,000,000) shares, divided
into:
10,000,000 Preferred Shares, having a par value of one tenth of
a cent ($.001) per share
and
100,000,000 Common Shares, having a par value of one tenth of a
cent ($.001) per share
A statement of the preferences, privileges, and restrictions granted to or
imposed upon the respective classes of shares or the holders thereof is as
follows:
A. Common Shares. The terms of the 100,000,000 Common Shares of the
corporation shall be as follows:
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(1) Dividends. Whenever cash dividends upon the Preferred Shares
of all series thereof at the time outstanding, to the extent of the preference
to which such shares are entitled, shall have been paid in full for all past
dividend periods, or declared and set apart for payment, such dividends, payable
in cash, stock, or otherwise, as may be determined by the Board of Directors,
may be declared by the Board of Directors and paid from time to time to the
holders of the Common Shares out of the remaining net profits or surplus of the
corporation.
(2) Liquidation. In the event of any liquidation, dissolution,
or winding up of the affairs of the corporation, whether voluntary or
involuntary, all assets and funds of the corporation remaining after the payment
to the holders of the Preferred Shares of all series thereof of the full amounts
to which they shall be entitled as hereinafter provided, shall be divided and
distributed among the holders of the Common Shares according to their respective
shares.
(3) Voting Rights. Each holder of a Common Share shall have one
vote in respect of each share of such stock held by him. There shall not be
cumulative voting.
B. Preferred Shares. Prior to the issuance of any of the Preferred
Shares, the Board of Directors shall determine the number of Preferred Shares to
then be issued from the Ten Million (10,000,000) shares authorized, and such
shares shall constitute a series of the Preferred Shares. Such series shall have
such preferences, limitations, and relative rights as the Board of Directors
shall determine and such series shall be given a distinguishing designation.
Each share of a series shall have preferences, limitations, and relative rights
identical with those of all other shares of the same series. Except to the
extent otherwise provided in the Board of directors' determination of a series,
the shares of such series shall have preferences, limitations, and relative
rights identical with all other series of the Preferred Shares. Preferred Shares
may have dividend or liquidation rights which are prior (superior or senior) to
the dividend and liquidation rights and preferences of the Common Shares and any
other series of the Preferred Shares. Also, any series of the Preferred Shares
may have voting rights.
ARTICLE IV
The corporation is to have perpetual existence.
ARTICLE V
The business and property of the corporation shall be managed by a Board
of Directors of not fewer than one (1) nor more than twenty-one (21) directors,
who shall be natural persons of full age, and who shall be elected annually by
the shareholders having voting rights, for the term of one year, and shall serve
until the election and acceptance of their duly qualified successors. In the
event of any delay in holding, or adjournment of, or failure to hold an annual
meeting, the terms of the sitting directors shall be automatically continued
indefinitely until their successor are elected and qualified. Directors need not
be residents of the State of Nevada nor shareholders. Any vacancies, including
vacancies resulting from an increase in the number of directors, may be filled
by the Board of Directors, though less than a quorum, for
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the unexpired term. The Board of Directors shall have full power, and it is
hereby expressly authorized, to increase or decrease the number of directors
from time to time without requiring a vote of the shareholders.
The initial Board of Directors shall consist of one (1) member, the name
and address of whom, subject to the provisions of the Articles of Incorporation,
the By-Laws, and the corporation laws of the State of Nevada, shall hold office
for the first year of the corporation's business and existence, or until his
successor is elected and has qualified is:
NAME ADDRESS
---- -------
Bruce Bendell c/o All Star Car Wash, Inc.
165 EAB Plaza
West Towers, 6th Floor
Uniondale, NY 11556-0165
ARTICLE VI
The private property of the shareholders of the corporation shall not be
subject to the payment of the corporation's debts to any extent whatsoever.
ARTICLE VII
The corporation hereby designates, as its Resident Agent, to accept
service or process within the State:
CSC Services of Nevada, Inc.
502 E. John Street, Room E
Carson City, Nevada 89706
ARTICLE VIII
The following indemnification provisions shall be deemed to be
contractual in nature and not subject to retroactive removal or reduction by
amendment.
(a) This corporation shall indemnify any director 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 or criminal, judicial,
administrative or investigative, by reason of the fact that he/she is or was
serving at the request of this corporation as a director or officer or member of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement, actually and reasonably incurred by him/her in connection with
such action, suit or proceeding, including any appeal thereof, if he/she acted
in good faith or in a manner he/she reasonably believed to be in, or not opposed
to, the best interests of this corporation, and with respect to any criminal
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action or proceeding, if he/she had no reasonable cause to believe his/her
conduct was unlawful. However, with respect to any action by or in the right of
this corporation to procure a judgment in its favor, no indemnification shall be
made in respect of any claim, issue, or matter as to which such person is
adjudged 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 determines, on application, that despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity in view of all the circumstances of the case. Termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or in a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the party did not meet the applicable standard of conduct.
Indemnification hereunder may be paid by the corporation in advance of the final
disposition of any action, suit or proceeding, on a preliminary determination
that the director, officer, employee or agent met the applicable standard of
conduct.
(b) The corporation shall also indemnify any director or officer who
has been successful on the merits or otherwise, in defense of any action, suit,
or proceeding, or in defense of any claim, issue, or matter therein, against all
expenses, including attorneys' fees, actually and reasonably incurred by him/her
in connection therewith, without the necessity of an independent determination
that such director or officer met any appropriate standard of conduct.
(c) The indemnification provided for herein shall continue as to any
person who has ceased to be a director or officer, and shall inure to the
benefit of the heirs, executors, and administrators of such persons.
(d) In addition to the indemnification provided for herein, the
corporation shall have power to make any other or further indemnification,
except an indemnification against gross negligence or willful misconduct, under
any resolution or agreement duly adopted by the Board of Directors, or duly
authorized by a majority of the shareholders.
ARTICLE IX
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, that the foregoing clause shall not apply to any
liability of a director for any action for which the Nevada Business Corporation
Act proscribes this limitation and then only to the extent that this limitation
is specifically proscribed.
ARTICLE X
In case the corporation enters into contracts or transacts business with
one or more of its directors, or with any firm of which one or more of its
directors are members, or with any other corporation or association of which one
or more of its directors are shareholders, directors, or officers, such
contracts or transactions shall not be invalidated or in any way affected by the
fact that such director or directors have or may have an interest therein which
is or might be
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adverse to the interest of this corporation, provided that such contracts or
transactions are in the usual course of business.
In the absence of fraud, no contract or other transaction between this
corporation and any other corporation or any individual or firm, shall in any
way be affected or invalidated by the fact that any of the directors of this
corporation is interested in such contract or transaction, provided that such
interest shall be fully disclosed or otherwise known to the Board of directors
in the meeting of such Board at which time such contract or transaction was
authorized or confirmed, and provided, however, that any such directors of this
corporation who are so interested may be counted in determining the existence of
a quorum at any meeting of the Board of Directors of this corporation which
shall authorize or confirm such contract or transaction, and any such director
may vote thereon to authorize any such contract or transaction with the like
force and effect as if he were not such director or officer of such other
corporation or not so interested.
The provisions of NRS 78.378 to 78.3793 (as currently numbered) or any
similar provisions hereinafter adopted shall not apply to this corporation.
ARTICLE XI
The name and the place of residence of the incorporator are as follows:
Name Address
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Glenn Wolfson Two World Trade Center
Suite 8746
New York, NY 10048-0203
IN WITNESS WHEREOF, I, the undersigned, for the purpose of forming a
corporation pursuant to the laws of the State of Nevada, have hereunto duly
executed the foregoing Articles of Incorporation to be filed in the Office of
the Secretary of the State of Nevada.
s/Glenn Wolfson
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Glenn Wolfson, Incorporator
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