ARTICLES OF INCORPORATION
OF
ORIGINAL SOURCE ENTERTAINMENT, INC.
By approval of the Board of Directors of the Company by Consent dated
August 21, 2009 and by approval of the Shareholders of the Company by
Consent dated August 21, 2009, do herby Approve these Articles of
Incorporation of Original Source Entertainment, Inc.
ARTICLE I
NAME
The name of the Corporation is: ORIGINAL SOURCE ENTERTAINMENT,
INC
ARTICLE II
PERIOD OF DURATION
This Corporation shall exist in perpetuity, from and after the
date of filing 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, Common Stock
("Common Stock") and Preferred Stock ("Preferred Stock"). The total
number of shares of Common Stock that the Corporation shall have
authority to issue is Forty Five Million (45,000,000). The total number
of shares of Preferred Stock the Corporation shall have authority to
issue is Five Million (5,000,000). The Common Stock shall have a par
value of $0.001 and the Preferred Stock shall have a par value of
$0.001.
Section 2. Common Stock. The Common Stock of the Corporation
shall be non-assessable and shall have the following powers, rights,
qualifications, limitations and restrictions.
1. 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
2. After the requirements with respect to the preferential
dividends of Preferred Stock, if any, shall have been met and after
this Corporation shall comply with the requirements, if any, with
respect to the setting aside of funds as sinking funds or redemption or
purchase accounts and subject further to any other conditions which may
be affixed in accordance with the provisions hereof, then but not
otherwise, the holders of Common Stock shall be entitled to receive
such dividends, if any, as may be declared from time to time by the
Board of Directors; and
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3. After distribution in full of the preferential amount, if
any, to be distributed to the holders of Preferred Stock in the event
of a voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of this Corporation, the holders of
the Common Stock shall be entitled to receive all of the remaining
assets of the Corporation, tangible and intangible, of whatever kind
available for distribution to stock holders, ratably in proportion to
the number of shares of Common Stock held by each.
Section 3. 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 Revised Statutes 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 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.
Section 5. Issuance of Additional Stock. 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 therefore shall be conclusive
and, upon the receipt of said consideration, when issued shall be fully
paid and nonassessable shares.
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ARTICLE IV
PURPOSES AND POWERS
The purposes and powers for which the Corporation is organized are
as follows:
(a) To engage in all lawful business for which corporations may be
incorporated pursuant to the
Nevada
(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.
(c) To have all of the rights, privileges and powers now or
hereinafter conferred upon corporations by the Nevada Revised Statutes.
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 V
QUORUM FOR SHAREHOLDERS' MEETINGS
Unless otherwise provided in the bylaws, fifty one percent (51%)
of the outstanding shares shall constitute a quorum at any meeting of
shareholders.
ARTICLE VI
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 and may be altered from time to time as may be provided
in the Bylaws. In case of any increase in the number of Directors, the
additional directors may be elected by the Directors or by the
Stockholders at an annual or special meeting as shall be provided in
the bylaws.
ARTICLE VII
NON CUMULATIVE VOTING
At all elections for Directors cumulative voting shall not be
allowed. At each election for Directors every shareholder entitled to
vote at such election 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 a right to
vote. A shareholder may not cumulate his votes on the same principal
among any number of candidates.
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ARTICLE VIII
PREEMPTIVE RIGHTS
No holder of any shares of the Corporation, whether now or
hereafter authorized, shall have any preemptive or preferential right,
to purchase, subscribe for or otherwise acquire any new or additional
shares of stock of the corporation of any class, including shares or
securities held in the treasury of the Corporation, or any options or
warrants to purchase, subscribe for or otherwise acquire any such new
or additional shares, or any shares, bond, notes, debentures or other
securities convertible into or carrying options or warrants to
purchase, subscribe for or otherwise acquire any such new or additional
shares.
ARTICLE IX
PROVISIONS FOR REGULATION OF THE INTERNAL CORPORATE AFFAIRS.
The following provisions are inserted for the management of the
business and for the regulation of the internal affairs of the
Corporation, and the same are in furtherance of and not in limitation
or exclusion of the powers conferred by law.
Section 1: Bylaws. The Board of Directors shall have the power to
adopt, alter, amend or repeal, from time to time, such Bylaws as it
deems proper for the management of the affairs of the Corporation,
according to these Articles and the laws in such cases made and
provided.
Section 2: Executive Committee: The Bylaws may provide for
designation by the Board of Directors of an Executive Committee and one
or more other committees, the personnel and authority of which and the
other provisions relating to which shall be as may be set forth in the
Bylaws.
Section 3: Place of Meeting. Both Stockholders' and Directors'
meetings may be held either within or without the State of Nevada, as
may be provided in the bylaws.
Section 4. Compensation to Directors. The Board of Directors is
authorized to make provisions for reasonable compensation to its
members for their services as Directors. Any Director of the
Corporation may also serve the Corporation in any other capacity and
receive compensation therefore in any form.
Section 5. Conflicts of Interest. No transaction of the Corporation
with any other person, firm or corporation, or in which this
Corporation is interested, shall be affected or invalidated solely by:
(a) the fact that any one or more of the Directors or Officers of this
Corporation is interested in or is a director or officer of another
corporation; or (b) the fact that any Director or Officer, individually
or jointly with others, may be a party to or may be interested in any
such contract or transaction.
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Section 6: Registered owner of Stock. The Corporation shall be
entitled to treat the registered holder of any shares of the
Corporation as the owner thereof for all purposes, including all rights
deriving from such shares, on the part of any other person, including,
but not limited to, a purchaser, assignee or transferee of such shares
or rights deriving from such shares, unless and until such purchaser,
assigns, transferee or other person becomes the registered holder of
such shares, whether or not the Corporation shall have either actual or
constructive notice of the interest of such purchaser, assignee,
transferee or other person. The purchaser, assignee or transferee of
any of the shares of the Corporation shall not be entitled to: (a)
receive notice of the meetings of the Shareholders; (b) vote at such
meetings; (c) examine a list of the Shareholders; (d) be paid
dividends or other sums payable to Shareholders, or (e) own, enjoy or
exercise any other property or rights deriving from such shares against
the Corporation, until such purchaser, assigns or transferee has become
the registered holder of such shares.
Section 7: Conduct of Business. The Corporation may conduct part or
all of its business, not only in the State of Nevada, but also in every
other state of the United States and the District of Columbia, and in
any territory, district and possession of the United States, and in any
foreign country, and the Corporation may qualify to do business in any
of such locations and appoint an agent for service of process therein.
The Corporation may hold, purchase, mortgage, lease and convey real and
personal property in any of such locations. Part or all of the
business of the Corporation may be carried on beyond the limits of the
State of Nevada, and the Corporation may have one or more offices out
of the State of Nevada.
Section 8: Action of the Shareholders. To the fullest extent now or
hereafter permitted by the Nevada Revised Statutes, the vote or consent
or a majority of the issued and outstanding shares of the Corporation
entitled to vote on such matter shall be sufficient to approve any
matter requiring shareholder action, including, but not limited to, the
right from time to time, to amend, alter or repeal, or add any
provisions to, the Corporation's Articles of Incorporation.
Shareholders holding shares having not less than the minimum number of
votes that would be necessary to authorize or take at an action at any
meeting at which the requisite number of shares entitled to vote
thereon were present and voted may consent, in lieu of a meeting, to
such action in writing in accordance with the procedure of the Nevada
Revised Statutes, as then currently in place from time to time.
Section 9: Quorum For Voting. A quorum of Shareholders for any
matter to come before any meeting of Shareholders of the Corporation
shall consist of one-third of the issued and outstanding shares
entitled to vote on the matter, except where a greater number is
specifically required by the provisions of the Nevada Revised Statutes,
as then currently in place from time to time.
Section 10: Restrictions on Stock. The Directors shall have the
right, from time to time, to impose restrictions or to enter into
agreements on behalf of the Corporation imposing restrictions on the
transfer of all or a portion of the Corporation's shares, provided that
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no restrictions shall be imposed on the transfer of shares outstanding
at the time the restrictions are adopted unless the holder of such
shares consents to the restrictions.
ARTICLE X
INDEMNIFICATION OF DIRECTORS
A director of the Corporation shall not be personally liable to
the Corporation or to its shareholders for damages for breach of
fiduciary duty as a director of the Corporation or to its shareholders
for 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 the law; (iii) acts specified in the Nevada
Revised Statutes; or (iv) any transaction from which the director
directly or indirectly derived any improper personal benefit. If the
Nevada Revised Statutes 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 foregoing, the
liability of each director shall be eliminated or limited to the
fullest extent permitted under the provisions of the Nevada Revised
Statutes as so amended. Any repeal or modification of the
indemnification provided in these Articles shall not adversely affect
any right or protection of a director of the Corporation under these
Articles, as in effect immediately prior to such repeal or
modification, with respect to any liability that would have accrued,
but for this limitation of liability, prior to such repeal or
modification.
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 XI
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,
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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 XII
DIVIDENDS
Dividends in cash, property or shares of the Corporation may be
paid upon the stock, as and when declared by the Board of Directors,
out of this Corporation, or securities convertible into shares of
capital stock or carrying capital purchase warrants or privileges.
ARTICLE XIII
OFFICES AND AGENT
The address of the Corporation's registered office shall be named
by the Board of Directors and can be changed at the will of the Board
of Directors.
The Registered Agent for the Corporation for the State of Nevada
shall be named by the Board of Directors and can be changed at the will
of the Board of Directors. Both the Registered Office and the
Registered Agent shall be filed with Secretary of State of Nevada with
the appropriate filings
ARTICLE XIV
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.
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ARTICLE XV
EFFECTIVE DATE AND TIME
These Articles of Incorporation shall become effective upon the
date so listed below and upon the signing of the Incorporator and
Directors.
ARTICLE XVI
OFFICES AND AGENT
Section 1. Initial Principal Office.
Principal Office. The address of the Corporation's initial
principal office is:
8201 Santa Fe Drive #229 Littleton, Colorado 80108
Section 2. Registered Agent.
The name and address of the Corporation's registered agent is:
The Corporate Place Inc. 601 East Charleston Blvd. Suite 100
Las Vegas, Nevada 89104
ARTICLE XVII
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 name of the initial
Directors is:
NAME: Lecia L. Walker
ARTICLE XVIII
INCORPORATOR
The name and address of the incorporator is: Lecia L. Walker
8201 S. Santa Fe Drive #229, Littleton, Colorado 80120
Original Source Entertainment, Inc. hereby consents to the
appointment as the initial registered agent for the Corporation.
IN WITNESS WHEREOF, the above-named Incorporator and Director have
signed these Articles of Incorporation this 21st day of August, 2009.
/s/Lecia Lynn Walker
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Lecia Lynn Walker, Incorporator and Director