ARTICLES OF INCORPORATION
EXHIBIT 2.3
ORGANISATIONAL MEETING OF NET FORCE ENTERTAINMENT INC. HELD AT THE REGISTERED
OFFICE ON THE 13TH DAY OF AUGUST 1999 AT 11:30 A.M
- --------------------------------------------------------------------------------
Present: Asdak Inc by its Director Alice Roberts
Clovis Grant as Secretary
Alice Roberts called the meeting to order. Alice Roberts acted as Chairman of
the meeting and Clovis Grant acted as Secretary thereof. The persons present
declared their waiver of notice of the time and place of the meeting. The
Chairman stated that a quorum was reached since the sole initial director was
represented.
By-Laws
- - -------
The Secretary presented to the meeting the Certificate of Incorporation and Good
Standing and a print of the Articles of Incorporation and By-laws of the Company
as registered with the Executive Director, International Financial Sector
Authority on the 5th August 1999. By motion duly made, seconded and carried it
was resolved that the By-Laws be approved and adopted in the form presented.
Officers
- - --------
By motion duly made, seconded and carried it was resolved that the following
persons be appointed officers of the company -
Terry Bowering - President
Douglas Bolen - Secretary
Shares
- - ------
By motion duly made, seconded and carried it was resolved that the Board of
Directors be authorized to issue the following shares in the company in the
format attached:
Net Force Systems Inc, St John's, Antigua 100 shares
Banking Arrangements
- - --------------------
By motion duly made, seconded and carried it was resolved that
(1) the Company be authorized to open an account or accounts with Swiss American
Bank Ltd, St. John's, Antigua.
(2) the usual banking resolutions required by the Company's bankers for the
operation of accounts by the Company be deemed resolutions duly passed by this
resolution.
(3) all cheques, bills of exchange and other negotiable instruments shall be
signed on behalf of the Company by either Terry Bowering or Douglas Bolen.
There being no further business the meeting ended at 11:45 a.m.
/s/ "Alice Roberts" /s/ "Clovis Grant"
....................... ..........................
Alice Roberts Clovis Grant
Chairman of Meeting Secretary of Meeting
ANTIGUA AND BARBUDA
The International Business Corporations Act, Cap 222
A Company Limited By Shares
ARTICLES OF INCORPORATION
OF
NET FORCE ENTERTAINMENT INC.
----------------------------
ARTICLE I
NAME
----
The name of the Company is NET FORCE ENTERTAINMENT INC.
ARTICLE II
REGISTERED OFFICE AND AGENT
---------------------------
The registered agent of the Company shall be Caribbean Management & Trust
Company Limited situate at 60 Nevis Street in the city of Saint John, Antigua,
which office shall also Be the registered office of the Company.
ARTICLE III
CAPITAL
-------
The authorized capital of the Company is US$ 100,000.00 divided into 100,000,000
common Shares of US$0.01 each. The Company shall have the power to increase or
reduce said Capital, and to issue any part of it's capital, original on
increased, with or without any Preference, priority, or special privilege, or
subject to any postponement of rights, or to any Conditions or restrictions; and
so that, unless the conditions of issue shall otherwise Expressly declare, every
issue of shares, whether declared to be preference or otherwise, Shall be
subject to the power herein contained.
ARTICLE IV
BOARD OF DIRECTORS
------------------
The Powers of the Company shall be exercised by the Board of Directors of the
Company. The company shall have a minimum of one and a maximum of four
directors.
2
ARTICLE V
CORPORATE PURPOSE
-----------------
The object for which the Company is established are:-
(a) To engage only in any International betting, gaming, sportsbetting and
bookmaking Permitted by the laws of Antigua and Barbuda and to accept
wagers on sporting Events taking place in the Caricom region from
residents of countries outside the Caricom region.
(b) To acquire and with any property, real or personal, to erect any
buildings, and do All acts and things, which in the opinion of the
Company or the directors, may be Conveniently or profitably, or
usefully, acquired and dealt with, carried on, erected Or done by the
Company in connection with the property.
(c) To generally have and exercise all powers, rights and privileges
necessary and incident to carry out properly the objects herein
mentioned.
(d) With the exception of betting, gaming, sportsbetting, and bookmaking,
the company Shall not engage in International Banking, Trust, or
Insurance or any activity Which requires a Licence under the
International Business Corporations Act
ARTICLE VI
EXISTENCE
---------
The Company shall have perpetual existence unless sooner dissolved in
accordance with the Laws of Antigua and Barbuda. The date on which
corporate existence shall begin in the date On which these Articles of
Incorporation are filed with the Director of International Business
Corporations of Antigua and Barbuda.
ARTICLE VII
LIBIALITY OF SHAREHOLDERS
-------------------------
The liability of a shareholder is limited to the amount, if any unpaid on
the shares held or subscribed to by such shareholder.
ARTICLE VIII
INDEMNITIES
-----------
The Company shall indemnify any and all of its Directors, Officers,
employees or agents or Former Directors, officers, employees or agents or
any person or persons who may have Served at its request as a Director,
officer, employee or agent of another corporation,
3
partnership, joint venture, trust or other enterprise in which it owns
capital stock or of which it is a creditor, to the full extent permitted by
law; and such indemnity shall include, but not be limited to, the expense,
including the cost of any judgements, fines, settlements and counsel's
fees, actually and necessarily paid or incurred in connection with any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, and any appeals thereof, to which any such person or his
legal representative may be made a party or may be threatened to be made a
party by reason of his being or having been a Director, officer, employee
or agent as herein provided. The foregoing right of indemnity shall not be
exclusive of any other rights to which any Directors, officer, employee or
agent may be entitled as a matter of law or which may be lawfully granted.
ARTICLE IX
CHARTER CONTINUATION
--------------------
The Company is authorized to transfer its charter to any jurisdiction which
permits Continuation of a foreign corporation.
ARTICLE X
SECURITIES
----------
No securities of the Company will be distributed to the public in Antigua
and Barbuda.
ARTICLE XI
INCORPORATORS
-------------
The name and address of the Company's incorporators are;-
CLARE K. ROBERTS, Attorney-at-law, 60 Nevis Street, St.John's, Anitgua
CLOVIS GRANT, Attorney's Clerk, 60 Nevis Street, St. John's Antigua.
Dated this "5th" day of "August", 1999 at St. John's Antigua.
/s/ "Clare K. Roberts" /s/ "Clovis Grant"
............................... ...............................
Clare K. Roberts Clovis Grant
Attorney-at-Law Attorney's Clerk