Exhibit 3.1
ARTICLES OF INCORPORATION OF
REAM PRINTING PAPER CORP.
Under Section 402 of the Business Corporation Law.
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, for
the purpose of forming a corporation pursuant to Section 402
of the Business Corporation Law of the State of New York, does
hereby certify and set forth:
ARTICLE I Name
The name of this corporation is Ream Printing Paper Corp.
ARTICLE II Purposes and Powers
Section 1. Purposes. The purpose(s) for which the corporation
is formed are:
To engage in any lawful act or activity for which
corporation may be organized under the business corporation law,
provided that the corporation is not formed to engage in any act or
activity which requires the act or approval of any state official,
department, board, agency or other body without such approval or
consent first being obtained.
To carry on a general mercantile, industrial, investing and
trading business in all its branches; to devise, invent, manufacture,
fabricate, assemble, install, service, maintain, alter, buy, sell,
import, export, license as licence or licensee, leases lessor or
lessee, distribute, job, enter into, negotiate, execute, acquire,
and assign contracts in respect of, acquire, receive, grant, and
assign licensing arrangements, portions, franchises, and other rights
in respect of and generally deal in and with at wholesale and retail,
as principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber,
advisor, or in any other lawful capacity, goods, wares, merchandise,
commodities, and unimproved, improved, finished, processed and
other real, personal and mixed property of any and all kinds,
together with the components, resultants, and by-products thereof.
To create, manufacture, contract for, sell, import, export,
distribute, job and generally deal in and with, whether at wholesale
or retail, and as principal, agent, broker, factor, commission
merchant, licence, licensee or otherwise, any and all kinds of
goods, wares, and merchandise, and in connection therewith or
independent thereof, to establish and maintain, by any manner or
means, buying offices, distribution centers, specialty and other
shops, stores, mail-order establishments, concessions, leased
departments, and any and all other departments, sites and locations
necessary, convenient or useful in the furtherance of any business
of the corporation.
To acquire by purchase, subscription, underwriting or otherwise,
and to own, hold for investment, or otherwise, and to use, sell,
assign, transfer, mortgage, pledge, exchange or otherwise dispose
of real and personal property of every sort and description and
wheresoever situated, including shares of stock, bonds, debentures,
notes, scrip, securities, evidences of indebtedness, contracts or
obligations of any corporation or association, whether domestic or
foreign, or of any firm or individual or of the United States or any
state, territory or dependency of the United States or any foreign
country, or any municipality or local authority within or without the
United States, and also to issue in exchange therefore, stocks, binds
or other securities or evidences of indebtedness of this corporation
and, while the owner or holder of any such property, to receive,
collect and dispose of the interest, dividends and income on or from
such property and to possess and exercise in respect thereto all of
the rights, powers and privileges of ownership, including all voting
powers thereon.
To construct, build, purchase, lease or otherwise acquire, equip,
hold, own, improve, develop, manage, maintain, control, operate,
lease, mortgage, create liens upon, sell, convey or otherwise
dispose of and turn to account, any and all plants, machinery,
works, implements and things or property, real and personal, of
every kind and description, incidental to, connected with, or
suitable, necessary or convenient for any of the purposes
enumerated herein, including all or any part or parts of the
properties, assets, business and good will of any persons, firms,
associations or corporations.
The powers, rights and privileges provided in this certificate
are not to be deemed to be in limitation of similar, other or
additional powers, rights and privileges granted or permitted to a
corporation by the Business Corporation Law, it being intended that
this corporation shall have all the rights, powers and privileges
granted or permitted to a corporation by such statute.
ARTICLE III Corporation Office
The office of the corporation is to be located in the County of
Monroe, State of New York.
ARTICLE IV Number of Shares
The aggregate number of shares which the corporation shall have
the authority to issue is Twenty Million (20,000,000), all of which
shall have a par value of One ($.001) Mill.
ARTICLE V Agent for the Corporation
The Secretary of State is designated as agent of the corporation
upon whom process against it may be served. The post office address
to which the Secretary of State shall mail a copy of any process
against the corporation served upon him is:
2541 Monroe Avenue, Suite 301
Rochester, New York 14618
ARTICLE VI Directors Liability
The personal liability of directors to the corporation or its
shareholders for damages for any breach of duty in such capacity is
hereby eliminated except that such personal liability shall not be
eliminated if a judgment or other final adjudication adverse to such
director establishes that his acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or
that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled or that his acts
violated Section 719 of the Business Corporation Law.
No shareholder of this corporation shall have a preemptive right
because of his shareholdings to have first offered to him any part of
any of the presently authorized shares of this corporation hereafter
issued, optioned or sold, or any part of any debentures, bonds,
notes or securities of this corporation convertible into shares
hereafter issued, optioned or sold by the corporation. This
provision shall operate to defeat rights in all shares and classes of
shares now authorized and in all debentures, bonds, notes or
securities of the corporation which may be convertible into shares
and classes of shares and also to defeat preemptive rights in any and
all shares and classes of shares and securities convertible into
shares which this corporation may be hereafter authorized to issue by
any amended certificate duly filed.
IN WITNESS WHEREOF, this certificate has been subscribed to this
12th day of September 1994 by the undersigned, who affirms that the
statements made herein are true under the penalties of perjury.
MORRIS DIAMOND
105 SOUTHERN PARKWAY
ROCHESTER, NEW YORK 14618