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EXHIBIT 3.1
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
DEC 30 1993
17610-93
CHERYL A. LAU SECRETARY OF STATE
NO. /S/ CHERYL A. LAU
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ARTICLES OF INCORPORATION
OF
HIGHLAND MFG., INC.
Know all men by these presents;
That I, the undersigned, acting as incorporator for the purpose of
forming a corporation under and pursuant to the provisions of Nevada Revised
Statutes 78.010 to Nevada Revised Statutes 78.090 inclusive, as amended, and
certify that;
ARTICLE I
The name of this corporation is HIGHLAND MFG., INC.
The name and post office address of the incorporator signing the
Articles of Incorporation is: Krista Castleton, 3760 So. Highland Drive, Suite
300, Salt Lake City, Utah, 84106. The name and address of the first member of
the First Board of Directors is: Krista Castleton, 3760 So. Highland Drive,
Suite 300, Salt Lake City, Utah, 84106.
ARTICLE II
The Resident Agent of this corporation in Nevada shall be Nevada
Corporate Services located at 1800 E. Sahara, Suite 107, Las Vegas, Clark
County, Nevada, 89104. Offices for the transaction of any business of the
Corporation, and where meetings of the Board of Directors and of Stockholders
may be held, may be established and maintained in any other part of the State
of Nevada, or in any other state, territory or possession of the United States
of America, or in any foreign country as the Board of Directors may, from time
to time determine.
ARTICLE III
The nature of the business and the objects and purpose proposed to be
transacted, promoted or carried on by the Corporation is to conduct any lawful
activity in accordance with the Laws of the State of Nevada and
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the United States of America, including but not limited to inventing,
developing, marketing, and otherwise exploiting high technology electronic
communication systems, both hardware and software components, particularly
systems utilizing security coding and protective transmitting and receiving.
To do each and everything necessary, suitable or proper for the
accomplishment of any of the foregoing purposes or the attainment of any one or
more of the subjects hereinabove enumerated, or which may at any time appear
conducive to or expedient for the protection or benefit of this Corporation,
and to do such acts as fully and to the same extent as natural person might,
or could do, in any part of the world as principals, agents, partners,
trustees, or otherwise, either alone or in conjunction with any other person,
association or corporation. The period of duration of this Corporation is
perpetual.
The foregoing clauses shall be construed as powers as well as objects
and purposes and the matters expressed in each clause shall, unless herein
otherwise expressly provided, be in no wise limited by reference to or
inference from the terms of any other clause shall be regarded as independent
objects, purposes and powers and the enumeration of specific objects, purposes
and powers shall not be construed to limit or restrict in any manner the
meaning of the general terms or the general powers of the Corporation nor shall
the expression of one thing be deemed to exclude another not expressed
although it be of like nature.
ARTICLE IV
The aggregate number of shares which the Corporation shall have
authority to issue is 100,000,000 shares, having a par value of $0.001 (one
mill) per share. The stock shall be designated as Class "A" voting common stock
and shall have the same rights and preferences. The stock of the Corporation
shall be nonassessable. Fully paid stock of this Corporation shall not be liable
for any further call or assessment. The total capitalization of the Corporation
shall be $100,000. The shares of Class "A" common stock shall not be divided
into classes and may not be issued in series.
ARTICLE V
No stockholder of the Corporation shall, because of his ownership of
stock, have a pre-emptive or other
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right to purchase, subscribe for or take part of any of the notes, debentures,
bonds or other securities convertible into or carrying options for warrants to
purchase stock of the Corporation issued, optioned or sold by it after its
incorporation, except as may be otherwise stated in these Articles of
Incorporation. Any part of the capital stock and any part of the notes,
debentures, bonds, or other securities convertible into or carrying options or
warranties to purchase stock of the Corporation authorized by these Articles of
Incorporation or by an amended certificate duly filed may at any time be
issued, optioned for sale and sold or disposed of by the Corporation pursuant
to the resolution of its Board of Directors to such persons and upon such terms
as may to such Board of Directors seem proper, without first offering such
stock or securities or any part thereof to existing stockholders, except as
required in Article IV of these Articles of Incorporation.
ARTICLE VI
Each outstanding share of the class "A" common stock of the Corporation
shall be entitled to one vote on each matter submitted to a vote at a meeting of
the stockholders. Each shareholder shall be entitled to vote his or its shares
in person or by proxy, executed in writing by such shareholder or by its duly
authorized attorney in fact. At each election for directors, every shareholder
entitled to vote at such election shall have the right to vote in person or by
proxy, the number of shares owned by him or it for as many persons as there are
directors to be elected and for whose election he or it has the right to vote,
but the shareholder shall have no right, whatsoever, to accumulate his or its
votes with regard to such election.
ARTICLE VII
The members of the governing board of this corporation shall be called
directors. The Board of Directors shall consist of at least one (1) person. The
number of directors of this corporation may, from time to time, be increased or
decreased by an amendment to the By-Laws in that regard and without the
necessity of amending the Articles of Incorporation. A majority of the
Directors in office, present at any meeting of the Board of Directors, duly
called, whether regular or special, shall always constitute a quorum for the
transaction of business, unless the By-Laws otherwise provide. Directors need
not be residents of the State of Nevada or
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stockholders of the Corporation.
ARTICLE VIII
This Corporation shall have a president, a secretary, a treasurer, and
a resident agent, to be chosen by the Board of Directors, any person may hold
two or more offices.
ARTICLE IX
The capital stock of the Corporation, after the fixed consideration
thereof has been paid or performed, shall not be subject to assessment, and the
individual stockholders of this Corporation shall not be individually liable
for the debts and liabilities of the Corporation, and the Articles of
Incorporation shall never be amended as to the aforesaid provisions.
ARTICLE X
The Board of Directors is expressly authorized: (subject to the
By-Laws, if any, adopted by the Stockholders)
1) To make, alter or amend the By-Laws of the Corporation.
2) To fix the amount in cash or otherwise, to be reserved as working
capital.
3) To authorize and cause to be executed mortgages and liens upon
the property and franchises of the Corporation.
4) To by resolution or resolutions passed by a majority of the whole
board, designate one or more committees, each committee to consist of one or
more of the Directors of the Corporation, which, to the extent provided in the
resolution or resolutions or in the By-Laws of the Corporation, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may have power to authorize the
seal of the Corporation to be affixed to all papers on which the Corporation
desires to place a seal. Such committee or committees shall have such name or
names as may be stated in the ByLaws of the Corporation or as may be determined
from time to time by resolution adopted by the Board of
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Directors.
5) To sell, lease or exchange all of its property and assets,
including its goodwill and its corporate franchises, upon such terms and
conditions as the board deems expedient and for the best interests of the
Corporation, when and as authorized by the affirmative vote of the stockholders
holding stock in the Corporation entitling them to exercise at least a majority
of the voting power given at a stockholders meeting called for that purpose.
ARTICLE XI
In the absence of fraud, no contract or other transaction of the
Corporation shall be affected by the fact that any of the Directors are in any
way interested in, or connected with, any other party to such contract or
transaction, or are themselves, parties to such contract or transaction,
provided that this interest in any such contract or transaction of any such
director shall at any time be fully disclosed or otherwise known to the Board of
Directors, and each and every person who may become a director of the
Corporation is hereby relieved of any liability that might otherwise exist from
contracting with the Corporation for the benefit of himself or any firm,
association or corporation in which he may be in any way interested.
ARTICLE XII
No director or officer of the Corporation shall be personally liable
to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer for acts or
omissions which involve intentional misconduct, fraud or a knowing violation
of law, or the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statues. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
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I, the undersigned, being the incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the general corporation law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand.
/s/ Krista Castleton
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State of Utah )
)ss
County of Salt Lake)
On December 29, 1993 personally appeared before me, the undersigned,
a Notary Public, Krista Castleton, known to me the person whose name is
subscribed to the foregoing document and acknowledged to me that she executed
the same.
/s/ David R. Yeaman
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Notary Public
NOTARY PUBLIC
[SEAL] DAVID R. YEAMAN
8818 SOUTH RENEGADE ROAD
SANDY, UT 84093
My Commission Expires April 28, 1997
State of Utah
RECEIVED
9:20
DEC 30 1993
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SECRETARY OF STATE
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