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EXHIBIT 3.01
ARTICLES OF INCORPORATION
OF
EZ MERGER CO.
The undersigned incorporator, being a natural person more than eighteen (18)
years of age and acting as the sole incorporator of the above-named corporation
(hereinafter referred to as the "Corporation") hereby adopts the following
Articles of Incorporation for the Corporation.
ARTICLE I
NAME
The name of the Corporation shall be: EZ Merger Co.
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually unless sooner dissolved
according to law.
ARTICLE III
PURPOSES
The Corporation is organized for the purpose conducting any lawful business for
which a corporation may be organized under the laws of the State of Nevada.
ARTICLE IV
AUTHORIZED SHARES
The Corporation is authorized to issue a total of 50,000,000 shares, consisting
of 5,000,000 shares of preferred stock having a par value of $0.001 per share
(hereinafter referred to as "Preferred Stock") and 45,000,000 shares of common
stock having a par value $0.001 per share (hereinafter referred to as "Common
Stock"). Shares of any class of stock may be issued, without shareholder
action, from time to time in one or more series as may from time to time be
determined by the board of directors. The board of directors of this
Corporation is hereby expressly granted authority, without shareholder action,
and within the limits set forth in the Nevada Revised Statutes, to:
(a) designate in whole or in part, the powers, preferences, limitations, and
relative rights, of any class of shares before the issuance of any shares of
that class;
(b) create one or more series within a class of shares, fix the number of
shares of each such series, and designate, in whole or part, the powers,
preferences, limitations, and relative rights of the series, all before the
issuance of any shares of that series;
(c) alter or revoke the powers, preferences, limitations, and relative rights
granted to or imposed upon any wholly unissued class of shares or any wholly
unissued series of any class of shares; or
(d) increase or decrease the number of shares constituting any series, the
number of shares of which was originally fixed by the board of directors,
either before or after the issuance of shares of the series; provided that, the
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number may not be decreased below the number of shares of the series then
outstanding, or increased above the total number of authorized shares of the
applicable class of shares available for designation as a part of the series.
The allocation between the classes, or among the series of each class, of
unlimited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be as designated by the board of directors.
All rights accruing to the outstanding shares of the Corporation not expressly
provided for to the contrary herein or in the Corporation's bylaws or in any
amendment hereto or thereto shall be vested in the Common Stock. Accordingly,
unless and until otherwise designated by the board of directors of the
Corporation, and subject to any superior rights as so designated, the Common
Stock shall have unlimited voting rights and be entitled to receive the net
assets of the Corporation upon dissolution.
ARTICLE V
NON-ACCESSIBILITY FOR DEBTS OF CORPORATION
After the amount of the subscription price, the purchase price, or the par
value of the stock of any class or series is paid into the Corporation, owners
or holders of shares of any stock in the Corporation may never be assessed to
pay the debts of the Corporation.
ARTICLE VI
NO CUMULATIVE VOTING
Except as may otherwise be required by law, these articles of incorporation, or
the provisions of the resolution or resolutions as may be adopted by the board
of directors pursuant to Article IV of these articles of incorporation, in all
matters as to which the vote or consent of stockholders of the Corporation
shall be required to be taken, the holders of Common Stock shall have one vote
per share of Common Stock held. Cumulative Voting on the election of directors
or on any other matter submitted to the stockholders shall not be permitted.
ARTICLE VII
NO PREEMPTIVE RIGHTS
No holder of any of the shares of any class or series of stock or of options,
warrants, or other rights to purchase shares of any class or series of stock or
of other securities of the Corporation shall have any preemptive right to
purchase or subscribe for any unissued stock of any class or series of any
additional shares of any class or series to be issued by reason of any increase
of the authorized capital stock of the Corporation of any class or series, or
bonds, certificates of indebtedness, debentures, or other securities
convertible into or exchangeable for stock of the Corporation of any class or
series, or carrying any rights to purchase stock of any class or series, but
any such unissued stock, additional authorized issue of shares of any class or
series of stock, or securities convertible into or exchangeable for stock
carrying any right to purchase stock may be issued and disposed of pursuant to
an appropriate resolution of the board of directors to such persons, firms,
corporations, or associations and on such terms as may be deemed advisable by
the board of directors in the exercise of its sole discretion.
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ARTICLE VIII
TRANSACTIONS WITH OFFICERS AND DIRECTORS
No contract or other transaction between the Corporation and one or more or its
directors or officers, or between the Corporation and any corporation, firm or
association in which one or more of its directors or officers are directors or
officers or are financially interested, is void or voidable solely for this
reason or solely because any such director or officer is present at the meeting
of the board of directors or a committee thereof which authorizes or approves
the contract or transaction, or because the vote or votes of common or
interested directors are counted for that purpose, if the circumstances
specified in any of the following paragraphs exist:
(a) The fact of the common directorship, office or financial interest is
disclosed or known to the board of directors or committee and noted in the
minutes, and the board or committee authorizes, approves or ratifies the
contract or transaction in good faith by a vote sufficient for the purpose
without counting the vote or votes of the common or interested director or
directors;
(b) The fact of the common directorship, office or financial interest is
disclosed or known to the stockholders, and they approve or ratify the contract
or transaction in good faith by a majority vote of stockholders holding a
majority of the voting power. The votes of the common or interested directors
or officers must be counted in any such vote of stockholders; or
(c) The contract or transaction is fair as to the Corporation at the time it
is authorized or approved.
ARTICLE IX
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
(a) The Corporation shall indemnify each director and officer of the
Corporation and their respective heirs, administrators, and executors against
all liabilities and expenses reasonably incurred in connection with any action,
suit, or proceeding to which he may be made a party by reason of the fact that
he is or was a director or officer of the Corporation, to the full extent
permitted by the laws of the state of Nevada now existing or as such laws may
hereafter be amended. The expenses of officers and directors incurred in
defending a civil or criminal action, suit, or proceeding shall be paid by the
Corporation as they are incurred and in advance of the final disposition of the
action, suit, or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
the Corporation.
(b) The Corporation may indemnify each director, officer, employee, or agent
of the Corporation and their respective heirs, administrators, and executors
against all liabilities and expenses reasonably incurred in connection with any
action, suit, or proceeding to which such person may be made a party by reason
of such person being, or having been, a director, officer, employee, or agent
of the Corporation, to the full extent permitted by the laws of the state of
Nevada now existing or as such laws may hereafter be amended.
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ARTICLE X
LIMITATION ON DIRECTORS LIABILITY
To the full extent permitted by the Nevada Revised Statutes, directors and
officers of the Corporation shall have no personal liability to the Corporation
or its stockholders for damages for breach of their fiduciary duty as a
director or officer, except for damages resulting from (a) acts or omissions
which involve intentional misconduct, fraud or a knowing violation of law; (b)
the payment of distribution in violation of section 78.300 of the Nevada
Revised Statutes, as it may be amended from time to time, or any successor
statute thereto.
ARTICLE XI
NO LIMITATIONS ON VOTING RIGHTS
To the extent permissible under the applicable law of any jurisdiction to which
the Corporation may become subject by reason of the conduct of business, the
ownership of assets, the residence of shareholders, the location of offices or
facilities, or any other item, the Corporation elects not to be governed by the
provisions of any statute that (i) limits, restricts, modifies, suspends,
terminates, or otherwise effects the rights of any shareholder to cast one vote
for each share of Common Stock registered in the name of such shareholder on
the books of the Corporation, without regard to whether such shares were
acquired directly from the Corporation or from any other person and without
regard to whether such shareholder has the power to exercise or direct the
exercise of voting power over any specific fraction of the shares of Common
Stock of the Corporation issued and outstanding or (ii) grants to any
shareholder the right to have his or her stock redeemed or purchased by the
Corporation or any other shareholder of the Corporation. Without limiting the
generality of the foregoing, the Corporation expressly elects not to be
governed by or be subject to the provisions of sections 78.378 through 78.3793
of the Nevada Revised Statutes or any similar or successor statutes adopted by
any state which may be deemed to apply to the Corporation from time to time.
ARTICLE XII
PRINCIPAL OFFICE AND RESIDENT AGENT
The address of the Corporation in the State of Nevada is 50 West Liberty St.,
Suite 880, Reno, Nevada 89501. The name and address of the Corporation's
initial resident agent is:
Nevada Agency & Trust, Co.
50 West Liberty St., Suite 880
Reno, Nevada 89501
Either the principal office or the resident agent may be changed in the manner
provided by law.
ARTICLE XIII
AMENDMENTS
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The Corporation reserves the right to amend, alter, change, or repeal all or
any portion of the provisions contained in these articles of incorporation from
time to time in accordance with the laws of the state of Nevada; and all rights
conferred herein on stockholders are granted subject to this reservation.
ARTICLE XIV
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors. The bylaws may contain any
provisions for the regulation or management of the affairs of the Corporation
not inconsistent with these articles of incorporation and the laws of the state
of Nevada now or hereafter existing.
ARTICLE XV
GOVERNING BOARD
The governing board of the Corporation shall be known as the "board of
directors." The board of directors must have at least one director or as
otherwise specified in its bylaws or director's resolutions.
The first board of directors shall consist of one person. The name and address
of the person who is to serve as the initial director until the first annual
meeting of the stockholders and until such person's successor is elected and
shall qualify is as follows:
NAME ADDRESS
- ---- -------
Frank Gillen 175 South Main Street, Suite 1240
Salt Lake City, Utah 84111
ARTICLE XI
POWERS OF GOVERNING BOARD
The governing board of the Corporation is specifically granted by these
articles of incorporation all powers permitted to be vested in the governing
board of a corporation by the applicable provisions of the laws of the state of
Nevada now or hereafter existing.
ARTICLE XVII
INCORPORATOR
The name and mailing address of the incorporator signing these articles of
incorporation is as follows:
NAME ADDRESS
- ---- -------
Frank Gillen 175 South Main Street, Suite 1240
Salt Lake City, Utah 84111
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The undersigned, being the sole incorporator of the Corporation herein before
named, hereby makes and files these articles of incorporation, declaring and
certifying that the facts contained herein are true.
DATED this 21st day of September 1999.
/S/ Frank Gillen
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE)
On this 21st day of September 1999, before me, a Notary Public, personally
appeared Frank Gillen who, upon being first duly sworn, declared to me that he
is the sole incorporator of EZ Merger Co., and acknowledged to me that he
executed the foregoing articles of incorporation as his free act and deed.
/S/
- ------------------------
Notary Public
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
IN THE MATTER OF EZ MERGER CO., Nevada Agency & Trust, Co. hereby certifies
that on the 20th day of August 1999, it accepted appointment as Resident Agent
of the above-entitled corporation in accordance with Sec. 78.090, NRS 1957, as
amended.
Furthermore, that the principal office in this State is located at 50 West
Liberty St., Suite 880, Reno, Nevada 89501.
IN WITNESS WHEREOF it has hereunto set its hand this 20th day of September
1999.
Nevada Agency & Trust Co.
Resident Agent
By: /S/