EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
BEHMEN GROUP, LTD
The undersigned, a natural person, over the age of twenty-one (21) years, in
order to form a corporation for the purposes hereinafter stated, under and
pursuant to the provisions of the laws of the State of Nevada, does hereby
certify as follows:
ARTICLE I
NAME
The name of the Corporation, hereinafter called the "Corporation" is
BEHMEN GROUP, LTD
ARTICLE II
EXISTENCE
The Corporation shall have perpetual existence.
ARTICLE III
OBJECTS AND PURPOSES
The purpose for which this Corporation is created is to conduct any lawful
business or businesses for which corporations may be incorporated pursuant to
the Nevada Corporation Code.
ARTICLE IV
CAPITAL STOCK
1. NUMBER OF SHARES. The aggregate number of capital stock shares which the
Corporation shall have authority to issue is Twenty-Five Million (25,000,000)
shares, of which Twenty Million (20,000,000) shares shall be common stock, $.001
par value, and Five Million (5,000,000) shares shall be preferred stock, $.001
par value.
2. VOTING RIGHTS OF SHAREHOLDERS. Each voting shareholder of record shall have
one vote for each share of stock standing in his name on the books of the
Corporation and entitled to vote. Cumulative voting shall not be allowed in the
election of directors or for any other purpose.
3. QUORUM. At all meetings of shareholders, one-half of the shares entitled to
vote at such meeting, represented in person or by proxy, shall constitute a
quorum. Except as otherwise provided by these Articles of Incorporation or the
Nevada Corporation Code, if a quorum is present. the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders. When, with respect to any
action to be taken by shareholders of this Corporation, the laws of Nevada
require the vote or concurrence of the holders of two-thirds of the outstanding
shares, of the shares entitled to vote thereon, or of any class or series, such
action may be taken by the vote or concurrence of a majority of such shares or
class or series thereof.
4. NO PREEMPTIVE RIGHTS. No shareholder of the Corporation shall have any
preemptive or other rights to subscribe for any additional shares of stock, or
for other securities of any class, or for rights, warrants or options to
purchase stock or for scrip, or for securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.
5. SHAREHOLDER DISTRIBUTIONS. The Board of Directors may from time to time
distribute to the shareholders in partial liquidation, out of stated capital or
capital surplus of the Corporation, a portion of its assets, in cash or
property, subject to the limitations contained in the statutes of the State of
Nevada.
6. PREFERRED STOCK RIGHTS. The Board of Directors shall have the authority to
divide the preferred shares into series and to fix by resolution the voting
powers, designation, preference, and relative participating, option or other
special rights, and the qualifications, limitations or restrictions of the
shares of any series so established.
ARTICLE V
DIRECTORS AND OFFICERS
1. NUMBER OF DIRECTORS. The Board of Directors shall consist of between one (1)
and thirteen (13) members as the By-Laws shall prescribe, but in no event shall
the number of directors be more than thirteen (13) and not less than one (1).
2. INITIAL BOARD OF DIRECTORS. The Names of those persons who shall constitute
the Board of Directors of the Corporation for the first year of its existence or
until their successors are duly elected and qualified are:
Name Address
---- -------
Kelly J. Mueller 2102 E. Solano Dr.
Phoenix, AZ 85016
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ARTICLE VI
RESIDENT AGENT AND PRINCIPAL OFFICE
The address of the initial principal office of the Corporation is 3885 S.
Decatur, Suite 3010, Las Vegas, NV 89103. The name of its initial resident agent
at such address is Nevada Corporate Planners, Inc.
The Corporation may conduct all or part of its business in any other part of the
State of Nevada, or any other State in the United States.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS
1. ACTION, SUITS OR PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify any person who was or is 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 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, office,
employee or agent 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 in
connection with such action, suit or proceeding if he acted in good faith and,
in the case of conduct in his official capacity with the Corporation, in a
manner he reasonably believed to be in the best interest of the Corporation, or,
in all other cases, that his conduct was at least not opposed to the
Corporation's best interests. In the case of any criminal proceeding, he must
have had no reasonable cause to believe his 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, or
itself, determine that the individual did not meet the standard of conduct set
forth in this paragraph.
2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. 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 judgement in its favor by reason of the fact that he is
or was a Director, Officer, employee or agent of the Corporation or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership joint venture, trust or other enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and, in the case of conduct in his official capacity with
the Corporation, in a manner he reasonably believed to be in the best interests
of the Corporation and, in all other cases, that his conduct was at least not
opposed to the Corporation's best interests; but no indemnification shall be
made in respect of any claim, issue or matter as to which such person has been
adjudged to be liable for negligence or misconduct in the performance of this
duty to the
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Corporation or where such person was adjudged liable on the basis that personal
benefit was improperly received by him, unless and only to the extent that the
court in which such action or suit was brought determines 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 indemnification for
such expenses which such court deems proper.
3. INDEMNIFICATION OF SUCCESSFUL PARTY. To the extent that a Director, Officer,
employee or agent of the Corporation has been successful on the merits or
otherwise (including, without limitation, dismissal without prejudice) in
defense of any action, suit, or proceeding referred to in this Article VII or in
defense of any claim, issue, or matter therein, he shall be indemnified against
all expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
4. DETERMINATION OF RIGHT TO INDEMNIFICATION. Any indemnification under (1) or
(2) of the Article VII (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 has met the applicable standard of conduct set forth in
paragraphs (1) or (2) of this Article VII. Such determination shall be made 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, if such a quorum is
not obtainable and a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion, or by the shareholders.
5. ADVANCE OF COSTS, CHARGES AND EXPENSES. Cost, charges and expenses (including
attorney's fees) 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 as
provided in paragraph (4) of this Article VII upon receipt of a written
affirmation by the Director, Officer, employee or agent of his good faith belief
that he has met the standard of conduct described in paragraphs (1) or (2) of
this Article VII, and an undertaking by or on behalf of the Director, Officer,
employee or agent to repay such amount unless it is ultimately determined that
he is entitled to be indemnified by the Corporation as authorized in this
Article VII. The Majority of the Directors may, in the manner set forth above,
and upon approval of such Director, Officer, employee or agent of the
Corporation, authorized the Corporation's counsel to represent such person in
any action, suit or proceeding, whether or not the Corporation is a party to
such action, suit or proceeding.
6. SETTLEMENT. If in any action, suit or proceeding, including any appeal,
within the scope of (1) or (2) of this Article VII, the person to be indemnified
shall have unreasonably failed to enter into a settlement thereof, then,
notwithstanding any other provision hereof, the indemnification obligation of
the Corporation to such person in connection with such action, suit or
proceeding shall not exceed the total of the amount at which settlement could
have been made and the expenses by such person prior to the time such settlement
could reasonably have been effected.
7. OTHER RIGHTS; CONTINUATION OF RIGHT TO INDEMNIFICATION. The indemnification
provided by this Article VII shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under these Articles of
Incorporation, any bylaw, agreement, vote of shareholders or disinterested
Directors, or otherwise, and any procedure provided for by any of the foregoing,
both
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as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to person who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of heirs,
executors, and administrators of such a person. All rights to indemnification
under this Article VII shall be deemed to be a contract between the Corporation
and each director or officer of the Corporation who serves or served in such
capacity at any time while this Article VII is in effect. Any repeal or
modification of this Article VII or any repeal or modification of relevant
provisions of the Nevada Corporation Code or any other applicable laws shall not
in any way diminish any rights to indemnification of such Director, Office,
employee or agent or the obligations of the Corporation arising hereunder. This
Article VII shall be binding upon any successor corporation to this Corporation,
whether by way of acquisition, merger, consolidation or otherwise.
8. INSURANCE. The Corporation may 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 director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such
whether or not the Corporation would have the power to indemnify him against
such liability under the provision of this Article VII: provided, however, that
such insurance is available on acceptable terms, which determination shall be
made by a vote of the majority of the Directors.
9. SAVING CLAUSE. If this Article VII or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each Director, Officer, employee and agent of the
Corporation as to any cost, charge and expense (including attorney's fees),
judgment fine and amount paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of the Corporation, to the full extent permitted by
an applicable portion of this Article VII that shall not have been invalidated
and to the full extent permitted by applicable law.
10. AMENDMENT. The affirmative vote of at least two-thirds of the total votes
eligible to be cast shall be required to amend, repeal, or adopt any provision
inconsistent with, this Article VII. No amendment, termination or repeal of this
Article VII shall affect or impair in any way the rights of any Director,
officer, employee or agent of the Corporation to indemnification under the
provisions hereof with respect to any action, suit or proceeding arising out of,
or relating to, any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or appeal.
11. SUBSEQUENT LEGISLATION. If the Nevada Corporation Code is amended after
adoption of these Articles to further expand the indemnification permitted to
Directors, Officers, employees or agents of the Corporation, then the
Corporation shall indemnify such persons to the fullest extent permitted by the
Nevada Corporation Code, as so amended.
ARTICLE VIII
INCORPORATOR
The name and address of the Incorporator is:
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Name Address
---- -------
Robert E. Nicholson 10044 N. 58th Pl.
Scottsdale, AZ 85253
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of February, 1998.
/s/ Robert E. Nicholson
--------------------------------------
Robert E. Nicholson
VERIFICATION
STATE OF ARIZONA )
) SS.
COUNTRY OF MARICOPA )
I, BARBARA J. HAWKINS, a Notary Public, hereby certify that on the 6th day of
February, 1998, personally appeared before me William E. Lane who, being by me
first duly sworn, declared that he was the person who signed the foregoing
document as incorporator and that the statements therein contained are true.
My commission expires Sept. 8, 2000
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Witness my hand and official seal.
(SEAL)
/s/ BARBARA J. HAWKINS
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Notary Public
OFFICIAL SEAL
[SEAL OMITTED] BARBARA J. HAWKINS
NOTARY PUBLIC ARIZONA
MARICOPA COUNTY
My Comm. Expires Sept 8, 2000
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CERTIFICATE OF CHANGE
OF RESIDENT AGENT AND/OR
LOCATION OF REGISTERED OFFICE
(Corporations only)
For
Behmen Group, Ltd.
The Change(s) below is (are) effective upon the filing of this document with the
Secretary of State.
Reason for Change: (check one)
[X] Change of Resident Agent
[ ] Change Location of Registered Office
The former resident agent and/or location of the registered office was:
Resident Agent: Nevada Corporate Planners, Inc.
Street No.: 3885 S. Decatur, Suite 3010
City: Las Vegas, Nevada 89103
The resident agent and/or location of the registered office is changed to:
Resident Agent: Russert Services, Inc.
Street No.: 4335 S. Industrial Rd., #430
City: Las Vegas, Nevada 89103
NOTE For a corporation to file this certificate, the signature
of one officer is required. The certificate does not need
to be notarized.
/s/ Earl P. Gilbrech
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Earl P. Gilbrech, Secretary/Treasurer
Certificate of Acceptance of Appointment by Resident Agent: I, Russert Services,
Inc., hereby accept the appointment as Resident Agent for the above-named
business entity.
/s/ 9/17/98
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[Illegible] (Date)
(Signature of Resident Agent)
NOTE: The fee is $15.00 for filing either a certificate of change of location
of the registered office or a new designation of resident agent.
File with the Secretary of State, Capitol Complex, Carson City, Nevada 89710
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CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY
RESIDENT AGENT
In the matter of BEHMEN GROUP, LTD.
I, Nevada Corporate Planners, Inc., hereby state that on February 12, 1998 I
accept appointment as Resident Agent for the above named entity.
The street address of the resident agent in this state is as follows:
Resident Agent Address: 3885 S. Decatur Blvd., Suite 3010
Las Vegas, Nevada 89103
Mailing Address: P.O. Box 28909
Las Vegas, Nevada 89126
/s/ February 12, 1998
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[Illegible] (Dated)
(Signature of Resident Agent)
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