ARTICLES OF INCORPORATION
OF
STELAX, INC.
ARTICLE ONE
The name of the Corporation is Stelax, Inc.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the Corporation is organized is to transact any
and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have
authority to issue is 100,000,000 shares Common Stock having a par value of one
cent ($0.001) per share. All shares of Common Stock shall have identical rights
and privileges in every respect.
ARTICLE FIVE
The Board of Directors may issue shares of any class of stock of the
Corporation, or any notes, debentures, bonds or other securities convertible
into or carrying rights, options or warrants to purchase shares of any class. No
shareholder of the Corporation shall by reason of his holding shares of any
class of stock of the Corporation have any preemptive or preferential right to
purchase or subscribe to any shares of any class of the Corporation, now or
hereafter to be authorized, or to any notes, debentures, bonds or other
securities convertible into or carrying rights, options or warrants to purchase
shares of any class, now or hereafter to be authorized whether or not the
issuance of any such shares, notes, debentures, bonds or other securities would
adversely affect the dividend or voting rights of such shareholder. The Board of
Directors, however, may, in its discretion, and at such price as it may fix,
grant such rights to shareholders of the Corporation.
ARTICLE SIX
The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of at least One Thousand
Dollars ($1,000.00), consisting of money, labor done or property actually
received.
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ARTICLE SEVEN
In all elections for directors, each shareholder shall have the right
to vote, in person or by proxy, the number of shares owned by him, for as many
persons as there are directors to be elected, and for whose election he has the
right to vote. It is expressly prohibited for any shareholder to cumulate his
votes in any election of directors.
ARTICLE EIGHT
The Board of Directors shall adopt the initial Bylaws. The power to
alter, amend or repeal the Bylaws of the Corporation, or to adopt new Bylaws, is
hereby delegated to the Board of Directors, except that such power is subject to
ultimate control of the shareholders.
ARTICLE NINE
The post office address of its initial registered office is 1215
Executive Dr. W., Suite 102 Richardson, TX 7508 and the name of its initial
registered agent at such address is Robert A. Forrester.
ARTICLE TEN
The number of directors shall be set forth in the Bylaws and until so
adopted or amended, shall be one. The name and address of the initial director
is Robert A. Forrester, 1215 Executive Dr. W., Suite 102, Richardson, TX 75081.
ARTICLE ELEVEN
A director of the corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for any act or omission in
his capacity as a director, except to the extent otherwise expressly provided by
a statute of the State of Texas. The Corporation shall be obligated to indemnify
its officers and directors against any and all judgments, penalties (including
excise and similar taxes), fines, settlements and reasonable expenses incurred
by that person to the full extent permitted under Texas law. Any repeal or
modification of this Article shall be prospective only, and shall not adversely
affect any limitation of the personal liability or rights to indemnification of
a director of the Corporation existing at the time of the repeal or
modification.
ARTICLE TWELVE
No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers or have a financial interest,
shall be void or voidable solely for this reason, solely because the director or
officer is present at or participates in the meeting of the Board of Directors
or committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
(a) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in
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good faith authorizes the contract or transaction by the affirmative
vote of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or
(c) The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved, or ratified by the Board of Directors,
a committee thereof, or the shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
This provision shall not be construed to invalidate a contract or
transaction which would be valid in the absence of this provision or to subject
any director or officer to any liability that he would not be subject to in the
absence of this provision.
ARTICLE THIRTEEN
Any action required by the Texas Business Corporation to be taken at
any annual or special meeting of shareholders, or any action which may be taken
at any annual or special meeting of shareholders, may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed and dated by the
holder or holders of shares having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which the holders of
shares entitled to vote on the action were present and voted.
ARTICLE FOURTEEN
The Articles of Incorporation may be altered, amended or repealed or
new Articles of Incorporation may be adopted by the shareholders by the
affirmative vote of a majority of the shares of Capital Stock of the Corporation
entitled to vote thereon. The shareholders of this Corporation may (i) adopt a
plan of merger or consolidation and/or (ii) authorize a sale, lease, exchange or
other disposition of all or substantially all of the property and assets of the
Corporation by the affirmative vote of a majority of the shares of Capital Stock
of the Corporation entitled to vote thereon.
ARTICLE FIFTEEN
The name and address of the incorporator, who is more than 18 years of
age, is:
Robert A. Forrester
1215 Executive Dr. W., Ste. 102
Richardson, Texas 75081
/s/ Robert A Forrester
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Incorporator
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