EXHIBIT 3.1P
ARTICLES OF INCORPORATION
OF
DATA ARCHIVE SERVICES OF MIAMI, INC.
THE UNDERSIGNED subscriber to these Articles of Incorporation, being the
natural person competent to contract, hereby associate him to form a corporation
under the laws of the State of Florida.
ARTICLE I
NAME
The name of this corporation shall be DATA ARCHIVE SERVICES OF MIAMI, INC.
ARTICLE II
NATURE OF BUSINESS
This corporation may engage in any activity or business permitted under
the laws of the State of Florida. In addition, this corporation may engage in
any or all of the following business activities:
1. To sell, convey, mortgage, pledge, create a security interest in,
lease, exchange, transfer and otherwise dispose of all or any part of its
property, real or personal, and it assets.
2. In furtherance and not in limitation of the general powers conferred by
the laws of the State of Florida and of the objects and purposes hereinbefore
stated, it is expressly provided that the Corporation shall also have the
following powers, namely:
a. To hold, own, mortgage, pledge, bargain, transfer or assign or in
any manner dispose of, or to deal in trade goods, wares, merchandise and
property of any class or description in any part of the world, including real
and personal property.
b. To apply for, hold, purchase, acquire or otherwise deal in
letters patent, copyrights, trademarks, trade names, secret processes, formulas
or inventions, and to work, operate, develop the same, or to carry on any
business, manufacturing or otherwise which may directly or indirectly affect
those objects or any of them.
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c. To purchase, hold, sell, assign, transfer, pledge, mortgage or
otherwise acquire or dispose of the shares of capital stock or any bonds,
securities or other evidence of indebtedness created by any person or
corporation of this State or any other State, country, nation or government, and
while owner of said stock may exercise all of the rights, privileges of
ownership, including the right to vote thereon as natural persons might or could
do.
d. To loan money on real estate and personal property.
e. To enter into, make or perform contracts of any kind, with any
persons, associations, corporation, municipalities, body politic, country,
territory, state, government or colony or any dependency thereof.
f. Without limitation as to amount, to draw, make, accept, endorse,
discount, execute and issue promissory notes, drafts, bills, bills of exchange,
warrants, bonds, debentures, and all other negotiable or transferable
instruments and evidences of indebtedness, whether secured by mortgage, bond or
otherwise, as well as to secure the same by mortgage, bond or otherwise.
g. To buy and sell real estate, buy and sell equities of whatever
nature, to conduct a general brokerage business on all forms or kinds of
properties and securities and to act as agents in the buying and selling of
mortgages, equities, securities and other forms of negotiable instruments and
evidence of indebtedness, whenever secured by mortgage, bond or otherwise.
h. To purchase, own, sell, rent, lease, mortgage and to act as
agents in buying, selling, owning, renting, leasing and mortgaging properties,
whether real and/or personal; to dispose of real estate or personal properties,
equities and securities, of whatever nature for cash, credit or otherwise.
i. To loan money either for itself or to act as agents in loaning
and trying to borrow money and to secure the same in whatever manner in which
the Corporation might do and is permissible under the laws of the State of
Florida.
j. To do any or all of the things herein set forth to the same
extent as natural persons might or could do, and in any part of the world, as
principals, agents, contractors, subcontractors or otherwise, either along or
with any other person, firm,
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corporation or association; in general to carry on any other business not
specifically forbidden by the laws of the State of Florida.
ARTICLE III
CAPITAL STOCK
The aggregate number of shares of capital stock which the corporation has
authority to issue is 1,000,000 shares, all of which shall be common stock with
a par value of 1 (One) cent per share.
Shares of capital stock in this corporation shall be issued initially to
the following persons in the amounts set opposite their names:
P. Douglas McCraw 500,000 shares
William T. Saul 500,000 shares
ARTICLE IV
INITIAL CAPITAL
The amount of capital with which this corporation will begin business is
not less than $500.00.
ARTICLE V
The post office address of the principal office of this corporation shall
be: 888 South Andrews Avenue, Suite 301, Fort Lauderdale, Florida, or at such
other place as may hereafter be designated by the Board of Directors. The post
office address of the registered agent shall be 888 South Andrews Avenue, Suite
301, Fort Lauderdale, Florida 33316, or at such other place as may hereafter be
designated by the Board of Directors. The registered agent of this corporation
shall be John W. Carry, Esquire, whose business address is and will be identical
with the registered office of the corporation.
ARTICLE VI
This corporation shall have not less than one (1) director initially. The
number of directors may increase or decrease from time to time by Bylaws adopted
by the shareholders but shall never be less than one.
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ARTICLE VII
The names and post office addresses of the subscribers to these Articles
of Incorporation are as follows:
NAME ADDRESS
P. Douglas McCraw 5300 Powerline Road
Fort Lauderdale, Florida 33309
William T. Saul 5300 Powerline Road
Fort Lauderdale, Florida 33309
ARTICLE VIII
The names and post office address of the initial members of the first
Board of Directors are:
NAME ADDRESS
P. Douglas McCraw 5300 Powerline Road
Fort Lauderdale, Florida 33309
William T. Saul 5300 Powerline Road
Fort Lauderdale, Florida 33309
ARTICLE IX
CONTRACTUAL POWERS
In the absence of fraud, no contract or other transaction between this
corporation and any other person, firm, association, corporation or partnership,
shall be affected or invalidated by the fact than any director or officer of
this corporation is pecuniarily or otherwise interested in or is a director or
officer of any such firm, association, corporation or partnership, or is a party
or pecuniarily or otherwise interested in such contract or other transaction, or
is in any way connected with any person, firm, association, corporation or
partnership pecuniarily or otherwise interested therein. Any director may vote
and may be counted in determining the existence of a quorum at any meeting of
the Board of Directors of this corporation for the purposes of authorizing such
contract or transaction with like force and effect as if he were not so
interested or were not a director, member or officer of such firm, association,
corporation or partnership.
ARTICLE X
PRE-EMPTIVE RIGHTS
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Each shareholder of the corporation shall be entitled to full pre-emptive
rights to acquire his proportional part of any unissued or treasury shares of
the corporation, or securities of the corporation convertible into or carrying a
right to subscribe to or acquire such shares, which may be issued at any time by
the corporation.
ARTICLE XI
SPECIAL PROVISO
Any action taken by the directors of this corporation, which is in their
power, taken at a meeting of such directors, shall be valid for all intents and
purposes whether or not a lawful notice of said meeting shall have been given to
all directors as required by law or the Bylaws of this corporation, if at any
time prior to, during or subsequent to such meeting, all directors shall execute
a waiver of notice and call of such meeting in writing and providing a majority
of the directors shall have approved the action taken at such meeting.
Any action by the shareholders of this corporation which is within their
power, taken at a meeting of such shareholders, shall be valid for all intents
and purposes whether or not a lawful notice shall have been given to all
shareholders as required by law or the Bylaws of this corporation, if at any
time prior to, during or subsequent to such meeting, all shareholders shall
execute a waiver of notice and call of such meeting in writing and providing a
majority of the shareholders shall have approved or approve the action taken at
such meeting.
Nothing in this Article shall be construed to allow any act by the Board
of Directors to be approved by less than a majority of the directors, or
whenever a greater vote is required by law or by the Bylaws, by that vote.
Nothing in this Article shall be construed to allow any act of the
shareholders to be approved by less than a majority of the shareholders, or
whenever a greater vote is required by law or by the Bylaws, by that vote.
ARTICLE XII
FURTHER POWERS
This corporation shall have the further right and power to, from time to
time, determine whether and to what extent and at what times and places, and
under what conditions and regulations, the accounts and books of this
corporation (other than the stock book) or any of them, shall be open to
inspection of shareholders, and no shareholder shall
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have any right to inspect any account, book or document of this corporation,
except as conferred by statute, unless authorized by resolution of the
shareholders or by the Board of Directors.
The corporation may, in its Bylaws, confer powers upon its Board of
Directors or officers, in addition to the foregoing and in addition to the
powers authorized and expressly conferred by statute.
Both shareholders and directors shall have the power, if the Bylaws so
provide, to hold their respective meetings and to have one or more offices
within or without the State of Florida, and to keep the books of the corporation
(subject to the provisions of statute) outside the State of Florida, at such
places as may from time to time be designated by the Board of Directors.
The corporation reserves the rights to amend, alter, change or repeal any
provision contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.
ARTICLE XIII
TERM OF EXISTENCE
This corporation shall have perpetual existence.
IN WITNESS WHEREOF, I have hereunto set my hand and seal at __________,
Florida, on this _____ day of _________, 1990.
/s/ John W. Carry
John W. Carry
STATE OF FLORIDA )
COUNTY OF _______ )
BEFORE ME, the undersigned authority, this day personally appeared John W.
Carry, to me well known to be the identical person described in and who executed
the attached Articles of Incorporation of Data Archive Services of Miami, Inc.,
and he acknowledged before me that he signed and executed the same for the
purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal at
______________, Florida, on this ____ day of ___________, 1996.
_______________________________
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Notary Public
State of Florida at Large
My Commission Expires:
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REGISTERED AGENT
HAVING BEEN NAMED to serve as Registered Agent for Data Archive Services
of Miami, Inc., at 20 N.E. 11th Street, Miami, Florida, I hereby agree to act in
this capacity and agree to comply with the provisions of Florida Statute
relative to keeping said office open.
/s/ John W Carry
John W. Carry