EXHIBIT (3)(I)
ARTICLES OF INCORPORATION
OF
R J LENDING, INC.
ARTICLE I - Name
The name of the corporation is: R J LENDING, INC.
ARTICLE II - Mailing Address
The mailing address and the principal office of the corporation shall
be:
1717 Second Street, Suite D
Sarasota, Florida 34236
ARTICLE III - Capital Stock
Section 1. The total number of shares of all classes of stock
which the corporation shall have authority to issue is fifty million
(50,000,000) shares.
The corporation shall have authority to issue two (2) classes of
stock. Forty million (40,000,000) shares shall be common stock having a par
value of $.01 (hereinafter referred to as "Common Stock") and ten million
(10,000,000) shares shall be preferred stock issuable in series and having a
par value of $.01 (hereinafter referred to as "Preferred Stock").
Section 2. Statement of Preferences, Limitations and Relative
Rights in Respect of Shares of Each Class. A description of the different
classes of stock and a statement of the designation, preferences, voting
rights, limitations and relative rights of the holders of stock of such classes
are as follows:
A. Preferred Stock.
(1) Shares of Preferred Stock may be issued from time to time in
one or more series. The preferences and relative, participating, optional and
other special rights of each of such series and the qualifications, limitations
or restrictions thereof, if any, may differ from those of any and all other
series already outstanding; and the Board of Directors of the corporation is
hereby expressly granted authority to fix, by resolution or resolutions adopted
prior to the issuance of any shares of a particular series of Preferred Stock,
the designations, preferences and relative, participating, optional and other
special rights, or the qualifications, limitations or restrictions thereof, of
such series, including without limiting the generality of the foregoing, the
following:
(a) The rate, if any, and times at which, and the terms
and conditions on which, dividends on the Preferred Stock of such series shall
be paid;
(b) The redemption price or prices, if any, and the
times at which, Preferred Stock of such series may be redeemed;
(c) The rights of the holders of Preferred Stock of such
series upon the voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of the corporation;
(d) The terms of the sinking fund or redemption of
purchase account, if any, to be provided for the Preferred Stock of such
series;
(e) The right, if any, of the holders of Preferred Stock
of such series to convert the same into, or exchange the same for, other
classes of stock of the corporation and the terms and conditions of such
conversion or exchange; and
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(f) The voting powers, if any, of the holders of the
Preferred Stock of such series.
(2) All shares of a particular series shall be identical in all
respects. The rights of the Common Stock of the corporation may be subject to
the preferences and relative, participating, optional and other special rights
of the Preferred Stock or each series as fixed from time to time by the Board
of Directors as aforesaid.
(3) The holders of the Preferred Stock, in preference to the
holders of the Common Stock of the corporation, may be entitled to receive, if
and when declared by the Board of Directors, dividends at the rate established
by the Board of Directors at the time of the issuance of the shares of each
series. Such dividends, when and if declared, may be cumu lative so that if
dividends in respect to any dividend period shall not have been paid upon, or
declared and set apart for, the Preferred Stock the deficiency shall be fully
paid or declared and set apart before any dividends shall be paid upon, or
declared or set apart for the Common Stock.
B. Common Stock.
(1) After the requirements with respect to preferential dividends
upon the Preferred Stock shall have been met, if such preference be established
by the Board of Directors of the corporation, and after the corporation shall
have complied with all requirements, if any, with respect to the setting aside
of sums as a sinking fund or redemption or purchase account for the benefit of
any series of Preferred Stock, then and not otherwise, the holders of the
Common Stock shall be entitled to receive such dividends as may be declared
from time to time by the Board of Directors.
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(2) After distribution in full of the preferential amount to be
distributed to the holders of all series of the Preferred Stock then
outstanding in the event of voluntary or involuntary liquidation, dissolution
or winding up of the corporation, the holders of the Common Stock shall be
entitled to receive all the remaining assets of the corporation available for
distribution to its stockholders ratably in proportion to the number of shares
of Common Stock held by them respectively.
(3) Each holder of Common Stock shall have one (1) vote for each
share of Common Stock held by him in all matters submitted to a vote of the
stockholders. Cumu lative voting in the election of directors will not be
allowed.
ARTICLE IV - Initial Registered Office and Agent
The street address of the initial registered office of this
corporation is 1776 Ringling Boulevard, Sarasota, Florida 34236 and the name of
the initial registered agent of this corporation at that address is WILLIAM T.
KIRTLEY.
ARTICLE V - Incorporator
The name and address of the person signing these Articles is: WILLIAM
T. KIRTLEY, 1776 Ringling Boulevard, Sarasota, Florida 34236.
ARTICLE VI - Bylaws
The power to adopt, alter, amend or repeal Bylaws of this corporation
shall be vested in either the Board of Directors or shareholders; provided,
however, that the Board of
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Directors may not alter, amend or repeal any Bylaw adopted by the shareholders
if the shareholders specifically provide that the Bylaw is not subject to
alteration, amendment or repeal by the Board of Directors.
ARTICLE VII - Indemnification
The corporation shall indemnify any officer or director, or any former
officer or director, to the full extent permitted by law.
ARTICLE VIII - Affiliated Transactions
The provisions of Chapter 607.0901, Florida Statutes, as amended,
shall NOT apply to this corporation.
ARTICLE IX - Control Share Acquisitions
The provisions of Chapter 607.0902, Florida Statutes, as amended,
shall apply to this corporation.
WITNESS my hand and seal at Sarasota, Florida this 24th day of
January, 2002.
/s/ William T. Kirtley
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WILLIAM T. KIRTLEY
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The undersigned, having been designated in the foregoing Articles of
Incorporation as Registered Agent, hereby agrees to accept said designation.
/s/ William T. Kirtley
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WILLIAM T. KIRTLEY
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