SECRETARY OF STATE
STATE OF NEVADA
CORPORATE CHARTER
I DEAN HELLER, the duly elected and qualifed Nevada Secretary of State, do
hereby certify that TELMARK WORLDWIDE, INC. did on September 14, 2000, 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 siad 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 September 14, 2000.
/s/ Dean Heller
By /s/ Laurie M. Burgess
Certification Clerk
[STATE SEAL of NEVADA]
ARTICLES OF INCORPORATION
OF
TELMARK WORLDWIDE, INC.
Pursuant to the provision of the Nevada Business Corporation Act, 78.010,
et. seq. the undersigned corporation hereby adopts the follower Articles of
Incorporation as follows:
ARTICLE I
NAME
The name of this corporation is TELMARK WORLDWIDE, INC.
ARTICLE II
DURATION
This corporation has perpetual existence.
ARTICLE III
CORPORATION PURPOSES
The purpose or purposes for which the Corporation is organized are all things
necessary or convenient to carry out any lawful business, including the
financial services industry, as well as those itemized under Chapter 78 of
Nevada Revised Statutes, including any amendments thereto or successor statute
that may hereinafter be enacted.
ARTICLE IV
CAPITALIZATION
Section 1: Aggregate Number of Shares
- ---------
The total number of shares which the Corporation shall have authority to issue
is 105,000,000 of which (a) 5,000,000 shares shall be Preferred Stock of par
value $0.001 per share, (b)100,000,000 shares shall be Common Stock of the par
value of $0.001 per share.
Section 2: Rights of Preferred Stock
- ----------
The Preferred Stock may be issued from time to time in one or more series and
with such designation for each such series as shall be stated and expressed in,
the resolution or resolutions providing for the issue of each such series
adopted by the Board of Directors. The Board of Directors, in any such
resolution or resolutions is expressly authorized to state and express for each
such series:
(i) The voting powers, if any, of the holder of stock of such series;
(ii) The rate per annum and the times at and conditions upon which the
holders of stock of such series shall be entitled to receive
dividends, and whether such dividends shall be cumulative or
noncumulative and if cumulative the terms upon which such dividends
shall be cumulative;
1
(iii) The price or prices and the time or times at and the manner in
which the stock of such series shall be redeemable and the terms
and amount of any sinking fund provided for the purchase or
redemption of shares;
(iv) The rights to which the holders of the shares of stock of such
series shall be entitled upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;
(v) The terms, if any, upon which shares of stock of such series shall
be convertible into, or exchangeable for, shares of stock of any
other class or classes or of any other series of the same or say
other class or classes, including the price or prices or the rate
or rates of conversion or exchange and the terms of adjustment, if
any; and
(vi) Any other designations, preferences, and relative participating,
optimal or other special rights, and qualifications, limitations or
restrictions thereof so far as they are not inconsistent with the
provisions of the Articles of Incorporation, as amended, and to the
full extent now or hereafter permitted by the laws of Nevada.
Section 3: Rights of Common Stock
- ----------
The Common Stock may be issued from time to time in one or more Classes and with
such designation for each such Classes as shall be stated and expressed in the
resolution or resolutions providing for the issue of each such Classes adopted
by the Board of Directors. The Board of Directors in any such resolution or
resolutions is expressly authorized to state and express for each such Class:
(i) The voting powers, if any, of the holders of stock of such Class;
(ii) The rate per annum and the times at and conditions upon which the
holders of stock of such Class shall be entitled to receive
dividends, and whether such dividends shall be cumulative or
noncumulative and if cumulative the terms upon which such dividends
shall be cumulative;
(iii) The terms, if any, upon which shares of stock of such series shall
be convertible into, or exchangeable for, shares of stock of any
other class or classes or of any other series of the same or any
other class or classes, including the price or prices or the rate
or rates of conversion or exchange and the terms of adjustment, if
any; and
(iv) Any other designations, preferences, and relative participating,
optimal or other special rights, and qualifications, limitations a
restrictions thereof so far as they are not inconsistent with the
provisions of the Articles of Incorporation, as amended, and to the
full extent now or hereafter permitted by the laws of Nevada.
ARTICLE V
NO PREEMPTIVE RIGHTS
Except as may otherwise be provided by the Board of Directors, no preemptive
rights shall exist with respect to shares of stock or securities convertible
into shares of stock of this corporation.
2
ARTICLE VI
NO CUMULATIVE VOTING
Each shareholder entitled to vote at any election for Directors shall have the
right to vote, in person or by proxy, one vote for each share of stock owned by
such shareholder for as many persons as there are Directors to be elected and
for whose election such shareholder has a right to vote, and no shareholder
shall be entitled to cumulate their votes.
ARTICLE VII
BYLAWS
The Board of Directors shall have the power to adopt, amend or repeal the Bylaws
or adopt new Bylaws. Nothing herein shall deny the concurrent power of the
shareholders to adopt, alter, amend or repeal the Bylaws.
ARTICLE VIII
REGISTERED OFFICE AND ADDRESS
The address of the registered office of the Corporation is: 1800 East Sahara,
Suite 107, Las Vegas, Nevada 89104, and the name of its initial registered agent
at such address is Nevada Corporate Services.
ARTICLE IX
SHAREHOLDER VOTE
Whenever the laws of the State of Nevada require the vote or concurrence of the
holders of two-thirds of the outstanding shares entitled to vote thereon, with
respect to any action to be taken by the stockholders of the Corporation, such
action may be taken by the vote or concurrence of the holders of at least a
majority of the shares entitled to vote thereon.
ARTICLE X
DIRECTORS' LIABILITY
To the full extent from time to time permitted by law, no director of the
corporation shall be personally liable to the corporation or its shareholders
for damages for conduct as a director. Neither the amendment or repeal of this
Article, nor the adoption of any provision of the Articles of Incorporation
inconsistent with this Article, shall eliminate or reduce the protection
afforded by this Article to a director of the corporation with respect to any
matter which occurred, or any cause of action, suit or claim which but for this
Article would have accrued or arisen, prior to such amendment, repeal or
adoption.
ARTICLE XI
AMENDMENT TO ARTICLES OF INCORPORATION
This corporation reserves the right to amend or repeal any provisions contained
in these Articles of Incorporation, in any manner now or hereafter permitted by
law, and all rights and powers conferred herein on the shareholders and
directors of this, corporation are subject to this reserved power.
3
ARTICLE XII
BOARD OF DIRECTORS
The qualifications, terms, of office, manner of election, time and place of
meetings, and powers and duties of the Directors shall be prescribed in the
Bylaws, but the number of first Directors shall be one and shall serve until the
first annual meeting of shareholders or until his successor is elected and
qualified; the names and post office addresses of the first Directors are as
follows:
Name Address
- ---- -------
CHARLES R. KIEFNER 120 St. Croix Avenue
Cocoa Beach, Florida 32931
ARTICLE XIII
LIMITATION OF LIABILITY
No director or officer of the Corporation shall be personally liable to the
cooperation or any of its stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such director or
officer. However, the foregoing provision shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law; or (ii) the payment
of dividends in, violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the shareholders 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 for acts or
omissions prior to such repeal or modification.
ARTICLE XIV
STATUTES NOT APPLICABLE
The provisions of Nevada Revised Statutes, 78.378 through 787.3793, inclusive,
regarding the voting of a controlling interest in stock of a Nevada corporation
and sections 78.411 through 78.444, inclusive, regarding combinations with
interested stockholders, shall not be applicable to this Corporation.
The name end address of each incorporator is:
Name Address
- ---- -------
CHARLES R KIEFNER 120 St. Croix Avenue
Cocoa Beach, Florida 32931
Executed in duplicate this 11th day of September, 2000.
/s/ Charles R. Kiefner
---------------------------------------
CHARLES R. KIEFNER, Incorporator
STATE OF FLORIDA )
) ss.
COUNTY OF BREVARD )
On this day personally appeared before me CHARLES R. KIEFNER to me
known to be the individual described in and who executed the within and
foregoing instrument, and acknowledged that he signed the same as his free and
voluntary act and deed, for the uses and purposes therein mentioned.
-4-
GIVEN under my hand official seal this 11th day of Sept, 2000.
/s/ James Ponson
----------------------------------------
Notary Public in and for the State of Florida, residing at
Brevard County. Commission expires 30 June 2001.
JAMES PONSON
MY COMMISSION # CC 660077
EXPIRES: June 30, 2001
Bonded Thru Notary Public Underwriters