SECTRETARY OF STATE
[GRAPHIC OMITTED]
State of Nevada
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that CONSOLE MARKETING INC. did on November 19, 2001, file in
this office the original Articles of Incorporation; that said Articles are now
on file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office,
in Las Vegas, Nevada, on November 19, 2001.
/s/ Dean Heller
Dean Heller
Secretary of State
By /s/ Laurie M. Burgess
Laurie M. Burgess
Certification Clerk
DEAN HELLER
Secretary of State
ARTICLES OF FILED # C 30671-01
202 North Caraon Street INCORPORATION
Carson City, Nevada 89701-1201 Not Legible NOV 19 2001
(775) 684 5708
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1. Name of Corporation: Console Marketing Inc.
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2. Resident Agent Name: Joan Wright
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and Street Addresses Name
-------------------- North Division Street Carson City, NEVADA 89702
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Physical Street City State Zip Code
PO Box 646
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Additional Mailing Address City State Zip Code
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3. Shares: Number of shares Number of Shares
------- with par value: 25,000,000 value .001
(number of shares without par value: --
not legible
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4. Names, Addresses, The first Board of Directors/Trustees shall consist of
----------------- 1 members whose names and addresses are as follows:
Number of Board of ---
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Directors/Trustees
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1. Michael Jackson
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Name
#1001-1166 Alberni St. Vancouver, BC V6E 3Z3
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Street Address City State Zip Code
2.
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Name
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Street Address City State Zip Code
3.
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Name
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Street Address City State Zip Code
4.
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Name
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Street Address City State Zip Code
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5. Purpose: The purpose of this Corporation shall be:
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Not Legible
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6. Other Matters Number of additional pages attached: --
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(see instructions)
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7. Names, Addresses Michael Jackson
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and Signatures of Name Signature
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Incorporators: # 1001-1166 Alberni St. Vancouver, BC V6E 3Z3
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Not Legible Street Address City, State Zip Code
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Name Signature
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Street Address City, State Zip Code
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8. Certificate of I, Joan C. Wright hereby accept appointment as
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Acceptance of Resident Agent for the above
-------------- named corporation.
Appointment of 11/1/01
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Resident Agent: Not Legible Date
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This form must be accompanied by appropriate fees. See attached fee schedule.
ARTICLES OF INCORPORATION OF
CONSOLE MARKETING INC.
The undersigned, for the purpose of forming a corporation under the Nevada
Business Corporation Act, hereby adopts the following Articles of Incorporation.
ARTICLE I
The name of the corporation is "Console Marketing Inc".
ARTICLE II
2.1. AUTHORIZED CAPITAL
The total number of shares that this corporation is authorized to issue is
25,000,000, consisting of 23,000,000 shares of Common Stock having a par value
of $0.001 per share and 2,000,000 shares of Preferred Stock having a par value
of $0.001 per share. The Common Stock is subject to the rights and preferences
of the Preferred Stock as set forth below.
2.2. ISSUANCE OF PREFERRED STOCK BY CLASS AND IN SERIES
The Preferred Stock may be issued from time to time in one or more classes
and one or more series within such classes in any manner permitted by law and
the provisions of these Articles of Incorporation, as determined from time to
time by the Board of Directors and stated in the resolution or resolutions
providing for its issuance, prior to the issuance of any shares. The Board of
Directors shall have the authority to fix and determine and to amend the
designation, preferences, limitations and relative rights of the shares
(including, without limitation, such matters as dividends, redemption,
liquidation, conversion and voting) of any class or series that is wholly
unissued or to be established. Unless otherwise specifically provided in the
resolution establishing any class or series, the Board of Directors shall
further have the authority, after the issuance of shares of a class or series
whose number it has designated, to amend the resolution establishing such class
or series to
decrease the number of shares of that class or series, but not below the number
of shares of such class or series then outstanding.
ARTICLE III
The purpose of this corporation is to engage in any business, trade or
activity that may lawfully be conducted by a corporation organized under the
Nevada Business Corporation Act and to engage in any and all such activities as
are incidental or conducive to the attainment of the foregoing purpose or
purposes.
ARTICLE IV
No preemptive rights shall exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE V
The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of this corporation.
ARTICLE VI
6.1. NUMBER OF DIRECTORS
The Board of Directors shall be composed of not less than one nor more than
six Directors. Except with respect to the initial Director, the specific number
of Directors shall be set by resolution of the Board of Directors or, if the
Directors in office constitute fewer than a quorum of the Board of Directors, by
the affirmative vote of a majority of all the Directors in office. The number of
Directors of this corporation may be increased or decreased from time to time in
the manner provided herein, but no decrease in the number of Directors shall
have the effect of shortening the term of any incumbent Director.
6.2. CLASSIFICATION OF DIRECTORS
The Directors shall be divided into three classes, with each class to be as
nearly equal in number as possible, as specified by resolution of the Board of
Directors or, if the Directors in office constitute fewer than a quorum of the
Board of Directors, by the affirmative vote of a majority of all the Directors
in office. The term of office of Directors of the first class shall expire at
the first annual meeting of shareholders after their election. The term of
office of Directors of the second class shall expire at the second annual
meeting after their election. The term of office of Directors of the third class
shall expire at the third annual meeting after their election. At each annual
meeting after such classification, a number of Directors equal to the number of
the class whose term expires at the time of such meeting shall be elected to
hold office until the third succeeding annual meeting. Absent his or her death,
resignation or removal, a Director shall continue to serve despite the
expiration of the Director's term until his or her successor shall have been
elected and qualified or until there is a decrease in the number of Directors.
6.3. REMOVAL OF DIRECTORS
The shareholders may remove one or more Directors with or without cause,
but only at a special meeting called for the purpose of removing the Director or
Directors, and the meeting notice must state that the purpose, or one of the
purposes, of the meeting is removal of the Director or Directors.
6.4. VACANCIES ON BOARD OF DIRECTORS
If a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of Directors, the Board of Directors
may fill the vacancy, or, if the Directors in office constitute fewer than a
quorum of the Board of Directors, they may fill
the vacancy by the affirmative vote of a majority of all the Directors in
office. The shareholders may fill a vacancy only if there are no Directors in
office.
6.5. INITIAL BOARD OF DIRECTORS
The initial Board of Directors shall consist of one Director, who shall be
in the first class of Directors, and the name and address of the person who
shall serve as such Director until the first annual meeting of shareholders or
until his successor is elected and qualified is:
Michael Jackson 1166 Alberni St., Suite 1001
Vancouver, B.C.
CANADA V6E3Z3
ARTICLE VII
This corporation reserves the right to amend or repeal any of the provisions
contained in these Articles of Incorporation in any manner now or hereafter
permitted by the Nevada Business Corporation Act, and the rights of the
shareholders of this corporation are granted subject to this reservation.
ARTICLE VIII
The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws of this corporation, subject to the power of the shareholders to amend or
repeal such Bylaws. The shareholders shall also have the power to amend or
repeal the Bylaws of this corporation and to adopt new Bylaws.
ARTICLE IX
9.1. SHAREHOLDER ACTIONS
Any action required or permitted to be taken at a shareholders meeting may
be taken without a meeting or a vote if either:
(a) the action is taken by written consent of all shareholders
entitled to vote on the action; or
(b) so long as this corporation is not a public company, the action
is taken by written consent of shareholders holding of record, or otherwise
entitled to vote, in the aggregate not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote on the action were present and voted.
To the extent that the Nevada Business Corporation Act requires prior
notice of any such action to be given to nonconsenting or nonvoting
shareholders, such notice shall be made prior to the date on which the action
becomes effective, as required by the Nevada Business Corporation Act. The form
of the notice shall be sufficient to apprise the nonconsenting or nonvoting
shareholder of the nature of the action to be effected, in a manner approved by
the Directors of this corporation or by the committee or officers to whom the
Board of Directors has delegated that responsibility.
9.2. NUMBER OF VOTES NECESSARY TO APPROVE ACTIONS
Whenever the Nevada Business Corporation Act permits a corporation's
articles of incorporation to specify that a lesser number of shares than would
otherwise be required shall suffice to approve an action by shareholders, these
Articles of Incorporation hereby specify that the number of shares required to
approve such an action shall be such lesser number.
9.3. SPECIAL MEETINGS OF SHAREHOLDERS
So long as this corporation is a public company, special meetings of the
shareholders of the corporation for any purpose may be called at any time by the
Board of Directors or, if the Directors in office constitute fewer than a quorum
of the Board of Directors, by the affirmative vote of a majority of all the
Directors in office, but such special meetings may not be called by any other
person or persons.
9.4. QUORUM FOR MEETINGS OF SHAREHOLDERS.
Except with respect to any greater requirement contained in these Articles
of Incorporation or the Nevada Business Corporation Act, one-third of the votes
entitled to be cast on a matter by the holders of shares that, pursuant to the
Articles of Incorporation or the Nevada Business Corporation Act, are entitled
to vote and be counted collectively upon such matter, represented in person or
by proxy, shall constitute a quorum of such shares at a meeting of shareholders.
ARTICLE X
To the full extent that the Nevada Business Corporation Act, as it exists
on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of Directors, a Director of this corporation shall
not be liable to this corporation or its shareholders for monetary damages for
conduct as a Director. Any amendments to or repeal
of this Article X shall not adversely affect any right or protection of a
Director of this corporation for or with respect to any acts or omissions of
such Director occurring prior to such amendment or repeal.
ARTICLE XI
11.1. Indemnification.
The corporation shall indemnify its directors to the full extent permitted
by the Nevada Business Corporation Act now or hereafter in force. However, such
indemnity shall not apply on account of: (a) acts or omissions of the director
finally adjudged to be intentional misconduct or a knowing violation of law; (b)
conduct of the director finally adjudged to be in violation of RCW 23B.08.310;
or (c) any transaction with respect to which it was finally adjudged that such
director personally received a benefit in money, property, or services to which
the director was not legally entitled. The corporation shall advance expenses
for such persons pursuant to the terms set forth in the Bylaws, or in a separate
Board resolution or contract.
11.2. Authorization.
The Board of Directors may take such action as is necessary to carry out
these indemnification and expense advancement provisions. It is expressly
empowered to adopt, approve, and amend from time to time such Bylaws,
resolutions, contracts, or further indemnification and expense advancement
arrangements as may be permitted by law, implementing these provisions. Such
Bylaws, resolutions, contracts or further arrangements shall include but not be
limited to implementing the manner in which determinations as to any indemnity
or advancement of expenses shall be made.
11.3. EFFECT OF AMENDMENT.
No amendment or repeal of this Article shall apply to or have any effect on
any right to indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or repeal.
ARTICLE XII
The name and address of the incorporator is:
Michael Jackson #1001-1166 Alberni Street
Vancouver, B.C.
CANADA V6E 3Z3
The incorporator's authority on behalf of this corporation is limited to
forming it by the filing of these Articles of Incorporation, and the
incorporator has no further power or authority on behalf of the corporation,
express or implied, by virtue of being the incorporator.
ARTICLE XIII
The street address of the initial registered office of the corporation is,
402 North Division Street, Carson City, Nevada, 89702 The name of its initial
registered agent at that address is Joan Wright
ARTICLE XIV
These Articles of Incorporation shall become effective upon filing.
IN WITNESS WHEREOF, the incorporator has signed these Articles of
Incorporation this 24th day of October, 2001.
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/s/ Michael Jackson
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Michael Jackson
Incorporator