STATE OF NEVADA - OFFICE OF THE SECRETARY OF STATE
Certificate of Inc. (Profit)
Community Alliance, Inc. 0400039640
The above-named DOMESTIC PROFIT CORPORATION was duly filed in
accordance with Nevada state law of 10/01/2003 and was assigned
identification number E0112052005-9. Following are the articles that
constitute its original certificate.
ARTICLES OF INCORPORATION
OF
COMMUNITY ALLIANCE, INC.
The undersigned Incorporator, being a natural person of the age of
eighteen (18) years or more and desiring to form a body corporate under
the laws of the State of Nevada, does hereby sign, verify and deliver
in duplicate to the Secretary of State of the State of Nevada these
Articles of Incorporation:
ARTICLE I
NAME
The name of the Corporation is: Community Alliance, Inc, Inc.
ARTICLE II
PERIOD OF DURATION
This Corporation shall exist in perpetuity, from and after the date of
filing these Articles of Incorporation with the Secretary of State of
the State of Nevada unless dissolved according to law.
ARTICLE III
CAPITAL STRUCTURE
Section 1. Authorized Capital. The Corporation is authorized to issue
two classes of stock to be designated, respectively, Preferred Stock
("Preferred Stock") and Common Stock ("Common Stock"). The total number
of shares of capital stock that the Corporation shall have authority to
issue is One Hundred Million (100,000,000). The total number of shares
of Preferred Stock the Corporation shall have authority to issue is
Five Million (5,000,000). The total number of shares of Common Stock
the Corporation shall have authority to issue is Ninety Five Million
(95,000,000). The Preferred Stock shall have a par value of $0.001 and
the Common Stock shall have a par value of $0.001.
Section 2. Preferred Stock. The Corporation, by resolution of its Board
of Directors, may divide and issue the Preferred Stock in series.
Preferred Stock of each series when issued shall be designated to
distinguish them from the shares of all other series. The Board of
Directors is hereby expressly vested with the authority to divide the
class of Preferred Stock into series and to fix and determine the
relative rights and preferences of the shares of any such series so
established to the full extent permitted by these Articles of
Incorporation and the Nevada Corporation Code in respect to the
following:
1. The number of shares to constitute such series, and the
distinctive designations thereof;
(a) The rate and preference of dividends, if
any, the time of payment of dividends, whether dividends are cumulative
and the date from which any dividend shall accrue;
(b) Whether shares may be redeemed and, if so,
the redemption price and the terms and conditions of redemption;
(c) The amount payable upon shares in event of
involuntary liquidation;
(d) The amount payable upon shares in event of
voluntary liquidation;
(e) Sinking fund or other provisions, if any,
for the redemption or purchase of shares;
(f) The terms and conditions on which shares may
be converted, if the shares of any series are issued with the privilege
of conversion;
(g) Voting powers, if any; and
(h) Any other relative rights and preferences of
shares of such series, including, without limitation, any restriction
on an increase in the number of shares of any series theretofore
authorized and any limitation or restriction of rights or powers to
which shares of any future series shall be subject.
Section 3. Common Stock. The holders of the Common Stock shall be
entitled to one vote for each share of Common Stock held by them of
record at the time for determining the holders thereof entitled to
vote.
The rights of holders of Common Stock to receive dividends or share in
the distribution of assets in the event of liquidation, dissolution or
winding up of the affairs of the Corporation shall be subject to the
preferences, limitations and relative rights of the Preferred Stock
fixed in the resolution or resolutions which may be adopted from time
to time by the Board of Directors of the Corporation providing for the
issuances of one or more series of the Preferred Stock.
Section 4. Assessment and Consideration. The capital stock, after the
amount of the subscription price has been paid in, shall not be subject
to assessment to pay the debts of the Corporation.
Any stock of the Corporation may be issued for money, property,
services rendered, labor done, cash advances for the Corporation, or
for any other assets of value in accordance with the action of the
Board of Directors, whose judgment as to value received in return
therefor shall be conclusive and, upon the receipt of said
consideration, when issued shall be fully paid and
nonassessable shares.
ARTICLE IV
OFFICES AND AGENT
Section 1. Initial Registered Office and Initial Registered Agent. The
address of the Corporation's initial registered office and the name of
its initial registered agent at that office are:
Incorp Services, Inc. 3155 E. Patrick Lane, Suite 1, Las Vegas, Nevada
89120
Section 2. Initial Principal Office. The address of the Corporation's
initial principal office is:
558 Castle Pines Pkwy Suite B4-158
Castle Rock, Colorado 80108
ARTICLE V
PURPOSES
The purposes for which the Corporation is organized are as follows:
(a) To engage in all lawful business; and
(b) To have, enjoy and exercise all of the rights, powers and
privileges conferred upon corporations incorporated pursuant to Nevada
law, whether now or hereafter in effect and whether or not herein
specifically mentioned.
The foregoing enumeration of purposes and powers shall not limit or
restrict in any manner the transaction of other business, the pursuit
of other purposes, or the exercise of other and further rights and
powers that may now or hereafter be permitted or provided by law.
ARTICLE VI
QUORUM FOR SHAREHOLDERS' MEETINGS
Unless otherwise provided in the bylaws, fifty on percent (51%) of the
outstanding shares shall constitute a quorum at any meeting of
shareholders.
ARTICLE VII
BOARD OF DIRECTORS
The corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be managed under
the direction of, a Board of Directors.
The number of directors shall be fixed in accordance with the bylaws.
ARTICLE VIII
CUMULATIVE VOTING
Cumulative voting shall not be permitted in the election of directors.
ARTICLE IX
PREEMPTIVE RIGHTS
No holder of any shares of the Corporation, whether now or hereafter
authorized, shall have any preemptive or preferential right to acquire
any unissued shares or securities of the Corporation, including shares
or securities held in the treasury of the Corporation or securities
convertible into shares or carrying stock purchase warrants or
privileges.
ARTICLE X
LIMITATION ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or to its shareholders for monetary damages for breach of
fiduciary duty as a director; except that this provision shall not
eliminate or limit the liability of a director to the Corporation or to
its shareholders for monetary damages otherwise existing for (i) any
breach of the director's duty of loyalty to the Corporation or to its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) acts
specified in Section 78.7502 and other sections of the Nevada
Corporation Code; or (iv) any transaction from which the director
directly or indirectly derived any improper personal benefit. If the
Nevada Corporation Code is hereafter amended to eliminate or limit
further the liability of a director, then, in addition to the
elimination and limitation of liability provided by the preceding
sentence, the liability of each director shall be eliminated or limited
to the fullest extent permitted by the Nevada Corporation Code as so
amended. Any repeal or modification of this Article X shall not
adversely affect any right or protection of a director of the
Corporation under this Article X, as in effect immediately prior to
such repeal or modification, with respect to any liability that would
have accrued, but for this Article X, prior to such repeal or
modification.
ARTICLE XI
INDEMNIFICATION
The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate
and personal representative of any such person, against all liability
and expense (including attorneys' fees and costs of litigation)
incurred by reason of the fact that he is or was a director or officer
of the Corporation or, while serving as a director or officer of the
Corporation, he is or was serving at the request of the Corporation as
a director, officer, partner, trustee, employee, fiduciary, or agent
of, or in any similar managerial or fiduciary position of, another
domestic or foreign corporation or other individual or entity or of an
employee benefit plan.
The Corporation shall also indemnify any person who is serving or has
served the Corporation as director, officer, employee, fiduciary, or
agent, and that person's estate and personal representative, to the
extent and in the manner provided in any bylaw, resolution of the
shareholders or directors, contract, or otherwise, so long as such
provision is legally permissible.
ARTICLE XII
INTERESTED CONTRACTS
No contract or transaction between the Corporation and one or
more of its directors or officers, or between the Corporation and any
other corporation, firm association, or entity in which one or more of
its directors are directors or officers or are financially interested,
shall be void or voidable solely for this reason, or solely because
such directors are present at the meeting of the Board of Directors or
a committee thereof which authorizes, approves or ratifies such
contract or transactions or solely because their votes are counted for
such purpose if (i) the material facts of such relationship or interest
and as to the contract or transaction are disclosed or known to the
Board of Directors or committee, and the Board of Directors or the
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even
through the disinterested directors be less than a quorum; or (ii) the
material facts of such relationship or interest and as to the contract
or transaction are disclosed or known to the shareholders entitled to
vote, and the contract or transaction is specifically approved in good
faith by the vote of the shareholders; or (iii) the contract or
transaction is fair and reasonable to the Corporation as of the time it
is authorized, approved or ratified, by the Board of Directors, a
committee thereof or the stockholders. Common or interested directors
may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or a committee thereof which authorizes,
approves, or ratifies such contract or transaction.
ARTICLE XIII
INITIAL BOARD OF DIRECTORS
The initial board of directors of the Corporation shall
consist of not less than 1 and not more than 9 members. The names of
the initial directors are:
NAME: Phil E. Ray
ARTICLE XIV
INCORPORATOR
The name and address of the incorporator is:
Phil E. Ray
6521 Ocaso Drive
Castle Rock, Colorado 80108
ARTICLE XV
RESERVATION
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation, in the
manner now or thereafter prescribed by statute, and all rights
conferred upon shareholders herein are granted subject to this
reservation.
ARTICLE XVI
EFFECTIVE DATE AND TIME
These Articles of Incorporation shall become effective upon filing.
On behalf of Community Alliance, Inc., the undersigned, by her
signature below, does hereby confirm, under penalty of perjury, that
the foregoing Articles of Incorporation of Community Alliance, Inc.
constitute the act and deed of Our Best wishes, Inc. and the facts
stated herein are true.
Community Alliance, Inc. hereby consents to the appointment as the
initial registered agent for the Corporation.
Registered Agent:
Incorp Services, Inc.
3155 E. Patrick Lane, Suite 1
Las Vegas, Nevada 89120
IN WITNESS WHEREOF, the above-named incorporator has signed these
Articles of Incorporation this 1st day of September, 2005.
/s/ Phillip E. Ray
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Philip E. Ray, Incorporator