ARTICLES OF INCORPORATION
OF
CCC GLOBALCOM CORPORATION
The undersigned incorporator hereby forms a corporation pursuant to the
General Corporation Law of the State of Nevada. (Chapter 78 of Nevada Revised
Statutes.)
ARTICLE I
CORPORATE NAME
The name of the Corporation is CCC GLOBALCOM CORPORATION.
ARTICLE II
REGISTERED OFFICE
The resident office of the Corporation in the State of Nevada is: 1 East
First Street, Reno, Nevada, County of Washoe. The resident agent in charge
thereof at such address is: The Corporation Trust Company of Nevada.
ARTICLE III
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE IV
GENERAL PURPOSES
The nature of the business and the objects and purposes proposed to be
transacted, promoted, and carried on, are to do any or all things herein
mentioned, as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz.:
"The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Nevada".
ARTICLE V
CAPITAL STOCK
The total number of shares of all classes of capital stock which the
Corporation has the authority to issue is 105,000,000 shares which are divided
into two classes as follows:
5,000,000 shares of Preferred Stock (Preferred Stock) no par value per
share, and
100,000,000 shares of Common Stock (Common Stock) $.001 par value per
share.
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The designations, voting powers, preferences and relative, participating,
optional or other special rights, and qualification, limitations or restrictions
of the above classes of stock are as follows:
Preferred Stock
1. Issuance in Series. Shares of Preferred Stock may be issued in
one or more series at such time or times, and for such consideration or
considerations as the Board of Directors may determine All shares of any
one series of Preferred Stock will be identical with each other in all
respects, except that shares of one series issued at different times may
differ as to dates from which dividends thereon may be cumulative. All
series will rank equally and be identical in all respects, except as
permitted by the following provisions of paragraph 2.
2. Authority of the Board with Respect to Series. The Board of
Directors is authorized, at any time and from time to time, to provide for
the issuance of shares of Preferred Stock in one or more series with such
designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions thereof as
are stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors, and as are not stated
and expressed in these Articles of Incorporation or any amendment thereto
including, but not limited to, determination of any of the following:
(a) the distinctive serial designation and the number of
shares constituting a series;
(b) the dividend rate or rates, whether dividends are
cumulative and, if so, from which date, the payment date or dates
for dividends, and the participating or other special rights, if
any, with respect to dividends;
(c) the voting powers, full or limited, if any, of the shares
of the series;
(d) whether the shares are redeemable and, if so, the price or
prices at which, and the terms and conditions on which, the shares
may be redeemed;
(e) the amount or amounts payable upon the shares in the event
of voluntary or involuntary liquidation, dissolution or winding up
of the Corporation prior to any payment or distribution of the
assets of the Corporation to any class or classes of stock of the
Corporation ranking junior to the Preferred Stock;
(f) whether the shares are entitled to the benefit of a
sinking or retirement fund to applied to the purchase or redemption
of shares of a series and, if so entitled, the amount of the fund
and the manner of its application, including the price or prices
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at which the shares may be redeemed or purchased through the
application of the fund;
(g) whether the shares are convertible into, or exchangeable
for, shares of any other class or classes of stock of the
Corporation and, if so convertible or exchangeable, the conversion
price or prices, or the rates of exchange, and the adjustments
thereof, if any, at which the conversion or exchange may be made,
and any other terms and conditions of the conversion or exchange;
and
(h) any other preferences, privileges and powers, and relating
participating, optional or other special rights, and qualifications,
limitations or restrictions of a series, as the Board of Directors
may deem advisable and as are not inconsistent with the provisions
of this Certificate of Incorporation.
3. Dividends. Before any dividends on any class or classes of stock
of the Corporation ranking junior to the Preferred Stock (other than
dividends payable in shares of any class or classes of stock of the
corporation ranking junior to the Preferred Stock) may be declared or paid
or set apart for payment, the holders of shares of Preferred Stock of each
series are entitled to such cash dividends, but only when and as declared
by the Board of Directors out of funds legally available therefor, as they
may be adopted by the Board of Directors providing for the issue of the
series, payable on such dates in each year as may be fixed in the
resolution or resolutions. The term "class or classes of stock of the
Corporation ranking junior to the Preferred Stock" means the Common Stock
and any other class or classes of stock of the Corporation hereafter
authorized which rank junior to the Preferred Stock as to dividends or
upon liquidation.
4. Reacquired Shares. Shares of Preferred Stock which have been
issued and reacquired in any manner by the Corporation (excluding, until
the corporation elects to retire them, shares which are held as treasury
shares but including shares redeemed, shares purchased and retired and
shares which have been converted into shares of Common Stock) will have
the status of authorized and unissued shares of Preferred Stock and may be
reissued.
5. Voting Rights. Unless and except to the extent otherwise required
by law or provided in the resolution or resolutions of the Board of
Directors creating any series of Preferred Stock the holders of the
Preferred Stock shall have no voting power with respect to any matter
whatsoever.
Common Stock
1. Dividends. Subject to the preferential rights of the Preferred
Stock, the holders of the Common Stock are entitled to receive, to the
extent permitted by law, such dividends as may be declared from time to
time by the Board of Directors.
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2. Liquidation. In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding up of the
Corporation, after distribution in full of the preferential amounts, if
any, to be distributed to the holders of shares of Preferred Stock,
holders of Common Stock shall be entitled to receive all of the remaining
assets of the Corporation of whatever kind available for distribution to
Stockholders ratably in proportion to the number of shares of Common Stock
held by them respectively. The Board of Directors may distribute in kind
to the holders of Common Stock such remaining assets of the Corporation or
may sell, transfer or otherwise dispose of all or any part of such
remaining assets to any other corporation, trust or other entity and
receive payment therefor in cash, stock or obligations of such other
corporation, trust or other entity, or any combination thereof, and may
sell all or any part of the consideration so received and distribute any
balance thereof in kind to holders of Common Stock. The merger or
consolidation of the Corporation into or with any other corporation, or
the merger or any other corporation into it, or any purchase or redemption
of shares of stock of the Corporation of any class, shall not be deemed to
be a dissolution, liquidation or winding up of the Corporation for the
purposes of this paragraph.
3. Voting Rights. Except as may be otherwise required by law or this
Certificate of Incorporation, each holder of Common Stock has one vote in
respect of each share of stock held by him or record on the books of the
corporation on all matters voted upon by the Stockholders.
Other Provisions
1. Pre-emptive Rights. No Stockholder shall have any pre-emptive
right to subscribe to an additional issue of stock of any class or series
or to any securities of the Corporation convertible into such stock.
2. Changes in Authorized Capital Stock. Subject to the protective
conditions and restrictions of any outstanding Preferred Stock, any
amendment to these Articles of Incorporation which increases or decreases
the authorized capital stock of any class or classes may be adopted by the
affirmative vote of the holders of a majority of the outstanding shares of
the voting stock of the Corporation.
ARTICLE VI
DIRECTORS
The number of directors constituting the initial Board of Directors of the
Corporation is one (1) and the names and addresses of the persons who are to
serve as directors until his successors are elected and shall qualify is Douglas
P. Morris, 536 North 100 West, Heber City, UT 84032.
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ARTICLE VII
INCORPORATOR
The name and mailing address of the incorporator of the Company is A. O.
Headman, Jr., 525 East 100 South, Fifth Floor, Salt Lake City, UT 84102.
ARTICLE VIII
NON-ASSESSABILITY
Shares of the Corporation shall not be subject to assessment for payment
of the debts of the Corporation.
ARTICLE IX
BYLAWS
The Board of Directors shall have the power to make, adopt, amend, or
repeal the Bylaws of the Corporation.
ARTICLE X
LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS
A director or officer of the Corporation shall not be personally liable to
the Corporation or its stockholders for damages for breach of fiduciary duty as
a director or officer, except for: (1) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law; or (2) the payment
of dividends in violation of NRS 78.300. Any repeal or modification of the
provisions of this Article X by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director or officer of the Corporation with respect to any act or
omission occurring prior to the effective date of such repeal or modification.
If the Nevada General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors or officers,
then the liability of a director or officer of the Corporation, in addition to
the limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Nevada General Corporation Law.
In the event that any of the provisions of this Article X (including any
provision within a single sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions are
severable and shall remain enforceable to the fullest extent permitted by law.
ARTICLE XI
INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by the provisions
of ss. 751 of the Nevada Revised Statutes, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of
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the expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
the Bylaw, agreement, vote of stockholders, or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
ARTICLE XII
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
The undersigned, for the purpose of forming a corporation under the laws
of the State of Nevada, does make, file, and record this certificate, and does
certify that the facts stated herein are true; and has executed these Articles
of Incorporation.
DATED this ___ day of May, 2000.
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A. O. Headman, Jr.
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
On the _____ day of May 2000, personally appeared before me A. O. Headman,
Jr., who being by me first duly sworn, declared that he is the person who signed
the foregoing documents as an incorporator and that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this _____ day of
May 2000.
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NOTARY PUBLIC
Residing at __________________
My Commission expires:
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