ARTICLES OF INCORPORATION
of
Aarica Holdings, Inc.
The undersigned natural person of the age of eighteen (18) years or
more, a citizen of the State of Texas, acting as Incorporator of a corporation
(hereinafter referred to as the "Corporation") under the Texas Business
Corporation Act, hereby adopts the following Articles of Incorporation for the
Corporation:
ARTICLE I
NAME
The name of the Corporation is Aarica Holdings, Inc..
ARTICLE II
DURATION
The period of the Corporation's duration is perpetual.
ARTICLE III
PURPOSES
The purpose or purposes for which the Corporation is organized are:
To transact any and all lawful business for which a corporation may be
incorporated under the Texas Business Corporation Act, as currently in effect
or hereafter amended, to have and exercise all of the powers conferred by the
laws of the State of Texas upon corporations formed under the Texas Business
Corporation Act, and to do any or all of the things herein set forth to the
same extent as natural persons might or could do; provided, however, that
nothing stated herein shall authorize this Corporation to be organized for or
to transact any business in the State of Texas that is prohibited by any laws
of the State of Texas, as now existing or hereafter amended or enacted, or by
these Articles.
ARTICLE IV
CAPITAL STOCK
Section 1. The Corporation shall have authority to issue two classes of
capital stock, designated "Common Stock" and "Preferred Stock", respectively.
The aggregate number of shares of Common Stock authorized to be issued is twenty
million (20,000,000) shares with a par value of one cent ($0.01) per share. The
aggregate number of shares of Preferred Stock authorized to be issued is three
million (3,000,000) shares with a par value of $.01 per share.
Section 2. Each share of Common Stock shall have one vote on each
matter submitted to a vote of shareholders. Cumulative voting is expressly
prohibited and denied with respect to the election of directors of the
Corporation and any and all other matters submitted to a vote of the
shareholders.
Section 3. The Preferred Stock may be issued in one or more series,
from time to time, at the discretion of the Board of Directors without the
necessity of shareholder approval, with each such series to consist of such
number of shares and to have such voting powers (whether full or limited, or no
voting powers or more than one vote per share) and such designations, powers,
preferences, and relative participating optional, redemption, conversion,
exchange or other special rights, and such qualifications, limitations or
restrictions thereof, as shall be stated in the resolution or resolutions
providing for the issuance of such series adopted by the Board of Directors. The
Board of directors, in such resolution, or resolutions, may increase or decrease
the number of shares within each such series; provided, however, the board of
directors may not decrease the number of shares within a series to less than the
number of shares within such series that are then issued.
Section 4. The Board of Directors shall have the power and authority at
any time and from time to time without the necessity of shareholder approval to
issue, sell, or otherwise dispose of any authorized and unissued shares of any
class of stock of the Corporation to such persons or parties, including the
holders of any class of stock, for such consideration (not less than the par
value thereof) and upon such terms and conditions as the Board of Directors in
its discretion shall deem to be in the best interests of the Corporation.
Section 5. No shareholder of the Corporation or other persons shall be
entitled to any pre-emptive or preferential right whatsoever to acquire,
purchase or subscribe for (i) any additional or unissued shares or treasury
shares of the Corporation, (ii) any securities of the Corporation convertible
into or carrying a right to subscribe to or acquire shares of the Corporation,
or (iii) any other securities of the Corporation; provided, however, that
nothing in this paragraph shall restrict or prohibit the Corporation from
creating, issuing, offering, distributing, or otherwise granting any warrants,
options, rights of first refusal, conversion rights subscription rights or other
rights entitling shareholders or other persons to acquire any shares or other
securities of the Corporation; provided, further, that such issuance may not be
inconsistent with any provision of law or with any provision of these Articles.
ARTICLE V
COMMENCEMENT OF BUSINESS
The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of at least one thousand
and no/100 dollars ($1,000.00), consisting of money, labor done or property
actually received; provided, however, that failure to comply with the
requirements of this Article V shall not affect the validity of any action taken
by the Corporation.
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify any director or officer, or former
director or officer of the Corporation, or any person who may have served at its
request as a director or officer of another corporation of which this
Corporation owns shares of capital stock or of which it is a creditor to the
fullest extent permitted by the Texas Business Corporation Act and as provided
in the By-laws of the Corporation.
ARTICLE VIII
BY-LAWS
The Board of Directors shall adopt the initial By-laws of the
Corporation. Except to the extent such power may be modified or divested by
action of shareholders representing a simple majority of the issued and
outstanding shares of the capital stock of the Corporation taken at a regular or
special meeting of the shareholders, the power to adopt, alter, amend or repeal
the By-laws of the Corporation shall be vested in the Board of Directors,
subject to repeal or change by action of the Corporation's shareholders.
ARTICLE IX
INTERESTED DIRECTORS, OFFICERS AND SHAREHOLDERS
Section 1. No contract or transaction between the Corporation
and one or more of its directors or officers, or between any corporation,
partnership, association or other organization in which one or more of the
directors or officers of the Corporation are directors, officers or partners or
have a financial interest, shall be void or voidable solely by reason of such
relationship, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors of the Corporation or
committee thereof that authorizes the contract or transaction, or solely because
its or their votes are counted for such purposes, if any one of the following
conditions are met:
(i) The material facts concerning the relationship or interest of the
director or officer and the material facts concerning the contract or
transaction are disclosed or are known to the Board of Directors of the
Corporation or the committee thereof that authorizes the contract or
transaction, and the Board of Directors of the Corporation or committee thereof
in good faith authorizes the contract or transaction by the affirmative vote of
a majority of the disinterested directors, even though the disinterested
directors may be less than a quorum; or
(ii) The material facts concerning the relationship or interest of the
director or officer and the material facts concerning the contract or
transaction are disclosed or are known to the shareholders of the Corporation
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by the shareholders of the Corporation at any annual or
special meeting of shareholders called for that purpose; or
(iii) The contract or transaction is fair to the Corporation at the
time it is authorized, approved or ratified by the Board of Directors of the
Corporation, a committee thereof, or the shareholders of the Corporation.
Section 2. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors of
the Corporation or of a committee thereof that authorizes such contract or
transaction.
ARTICLE X
REGISTERED OFFICE AND AGENT
The street address of the Corporation's initial registered office is
8214 Westchester Drive, Suite 500 Dallas, Texas and the name of the
Corporation's initial registered agent at such address is Maurice J. Bates.
ARTICLE XII
DIRECTORS
The number of directors of the Corporation shall be fixed in the manner
provided in the By-laws of the Corporation. The initial Board of Directors shall
consist of one member The name and address of the person who is to serve as
director until the first annual meeting of the shareholders or until his
respective successor has been elected and qualified is as follows:
Caorl Kolozs
1080 Howell Branch Road
Winter Park, Florida 32789
ARTICLE XI
INCORPORATOR
The name and address of the incorporator is:
Maurice J. Bates
8214 Westchester
Suite 500
Dallas, Texas 75225
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
October, 1998.
/s/ Maurice J. Bates
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Maurice J. Bates