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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
FJK MILLENNIUM FUND III, LTD.
ARTICLE I
NAME
The name of the corporation is:
FJK Millennium Fund III, Inc.
ARTICLE II
PERIOD OF DURATION
The corporation shall have perpetual duration. The corporate existence
shall begin on January 1, 2000.
Each reference to the Colorado Business Corporation Act in these
Articles means the Colorado Business Corporation Act of 1993 as it may be
amended from time to time during the corporate existence, unless otherwise
stated.
ARTICLE III
PURPOSE
The purpose for which the corporation is organized shall be the
transaction of any lawful business for which corporations may be incorporated
pursuant to the Colorado Business Corporation Act.
ARTICLE IV
AUTHORIZED CAPITAL
Authorized Shares. The aggregate number of shares which the corporation
has authority to issue is 50,000,000. All of the shares consist of one class
which is designated "common stock." The par value of each share is $.001.
Dividends. Dividends may be paid upon the common stock to the extent
and in the manner permitted by law, as and when declared by the board of
directors.
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Distribution in Liquidation. Upon any liquidation, dissolution, or
winding up of the corporation, and after paying or adequately providing for the
payment of all of its obligations, the corporation shall distribute the
remainder of its assets, either in cash or in kind, pro rata to the holders of
the common stock.
ARTICLE V
VOTING
Voting Rights; Denial of Cumulative Voting. Each outstanding share of
common stock shall be entitled to one vote and each outstanding fractional share
of common stock shall be entitled to a corresponding fractional vote on each
matter submitted to a vote of shareholders. Cumulative voting shall not be
allowed in the election of directors.
Denial of Preemptive Rights. No shareholder shall have any preemptive
or preferential right to acquire any shares or other securities of the
corporation, including shares or securities held in the treasury of the
corporation and securities either convertible into or carrying rights to
subscribe to or acquire shares or other securities of the corporation.
Quorum of Shareholders. A quorum at any meeting of shareholders for the
purpose of each matter to be voted upon shall consist of the holders of a
majority of the shares entitled to vote upon the matter, represented in person
or by proxy.
Regular Shareholder Vote. At any meeting of shareholders at which a
quorum exists for the purpose of any matter to be voted upon, the affirmative
vote of a majority of the shares represented at the meeting and entitled to vote
on the matter shall be the act of the shareholders unless a greater affirmative
vote is required by the Colorado Business Corporation Act or another provision
of these Articles.
Shareholder Voting on Extraordinary Corporate Actions. An affirmative
vote of a majority of all shares entitled to vote shall be required to (a) adopt
any proposed amendment to these Articles, (b) authorize the corporation to lend
money to, guarantee the obligations of and otherwise assist the directors of the
corporation or the directors of any other corporation in which the majority of
the voting capital stock is owned by the corporation, (c) approve any plan of
merger or consolidation of the corporation with one or more other corporations,
(except no vote of the shareholders of this corporation shall be required if no
vote is required by the Colorado Business Corporation Act with respect to such
merger or consolidation) or any plan of exchange under which the shares of the
corporation would be acquired, (d) authorize the sale, lease, exchange, or other
disposition of all or substantially all of the property and assets of the
corporation not in the usual and regular course of its business (including the
granting of consent to the disposition of substantially all of the property and
assets of an entity controlled by the corporation), or (e) adopt a resolution
either to dissolve the corporation or to revoke voluntary dissolution
proceedings.
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ARTICLE VI
REGISTERED OFFICE, REGISTERED AGENT
AND PRINCIPAL OFFICE
Registered Office. The street address of the initial registered office
of the corporation is 5670 Greenwood Plaza Boulevard, Suite 422, Englewood,
Colorado 80111.
Registered Agent. The name of its initial registered agent at the
registered office of the corporation is David M. Summers. A separate written
consent of the initial registered agent to the appointment as registered agent
has been delivered for filing with these Articles of Incorporation.
Principal Office and Mailing Address. The address of the principal
office and mailing address of the corporation is 3225 East 2nd Avenue, Denver,
Colorado 80206.
ARTICLE VII
BOARD OF DIRECTORS
Management. The corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of, a board of directors. The number of directors
constituting the full board of directors shall be established from time to time
in the bylaws of the corporation.
Initial Director. The number of directors constituting the initial
board of directors is one. The name of the person who shall serve as director of
this corporation until the first annual meeting of shareholders or until his
successor is elected and qualified is F. Jeffrey Krupka and his address is 3225
East 2nd Avenue, Denver, Colorado 80206.
ARTICLE VIII
LIMITATION OF LIABILITY
No director of the corporation shall have any liability to the
corporation or to its shareholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability is not
permitted under the Colorado Business Corporation Act. Any repeal or
modification of the foregoing sentence shall not adversely affect any right or
protection of a director with respect of any act or omission occurring prior to
such repeal or modification.
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ARTICLE IX
RIGHT OF DIRECTORS
TO CONTRACT WITH CORPORATION
It being the express purpose and intent of this Article to permit the
corporation to buy from, sell to, or otherwise deal with other corporations,
firms, associations, or entities of which any or all of the directors of the
corporation may be directors, officers, or members or in which any or all of
them may have pecuniary interests, no contract or other transaction between the
corporation and one or more of its directors or any other corporation, firm,
association, or entity in which one or more of its directors are directors or
officers or are financially interested shall be either void or voidable solely
because of such relationship or interest or solely because such directors are
present at the meeting of the board of directors or a committee of the board
which authorizes, approves, or ratifies such contract or transaction or solely
because their votes are counted for such purpose if:
1. The material facts of such relationship or interest are disclosed or
known to the board of directors or committee which authorizes, approves, or
ratifies the contract or transaction by a vote or consent of a majority of
disinterested directors without counting the votes or consents of such
interested directors;
2. The material facts of such relationship or interest are disclosed or
known to the shareholders entitled to vote and they authorize, approve, or
ratify such contract or transaction by vote or written consent; or
3. The contract or transactions is fair and reasonable to the
corporation.
Furthermore, common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or a
committee of the board which authorizes, approves, or ratifies such contract or
transaction.
ARTICLE X
INDEMNIFICATION
The corporation shall indemnify to the fullest extent permitted by
applicable law in effect from time to time, any person (and that person's estate
and personal representative) who is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding by reason
of the fact that such person is or was a director, officer, employee, or agent
of the corporation, or while a director of the corporation is or was serving at
its request as a director, officer, partner, trustee, employee, or agent of, or
in any similar managerial or fiduciary position of, another foreign or domestic
corporation or any individual, partnership, limited liability company, joint
venture, trust, other enterprise or employee benefit plan. The corporation shall
also indemnify any person who is serving or has served the corporation as a
director, officer, employee, fiduciary, or agent (and that person's estate and
personal representative) to the extent and in the manner provided in any bylaw,
resolution of the shareholders or directors, contract, or otherwise, so long as
such provision is legally permissible.
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ARTICLE XI
INCORPORATOR
The name of the incorporator is David M. Summers and his address is
5670 Greenwood Plaza Boulevard, Suite 422, Englewood, Colorado 80111. The
incorporator is a natural person of the age of 18 years or more. Acting as the
incorporator of a corporation to be incorporated under the laws of the State of
Colorado, the incorporator named above hereby adopts the foregoing Articles of
Incorporation.
Date: December 29, 1999 /s/ DAVID M. SUMMERS
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David M. Summers, Incorporator
CONSENT TO APPOINTMENT AS REGISTERED AGENT
The undersigned hereby consents to the appointment as the initial
registered agent of FJK Millennium Fund III, Ltd.
December 29, 1999 /s/ DAVID M. SUMMERS
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David M. Summers