ARTICLES OF INCORPORATION
OF
WATERFORD STERLING CORPORATOIN
The undersigned natural persons of the age of eighteen (18) years or
more acting as incorporator of a corporation under the Nevada Revised Civil
Statute 78, hereby adopts the following Articles of Incorporation:
ARTICLE I
NAME
The name of the corporation (hereinafter called "Corporation") is
Waterford Sterling Corporation.
ARTICLE II
PERIOD OF DURATION
The period of duration of the Corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
The purpose for which this Corporation is organized is to engage in the
business of investing in investments of all forms and nature and to engage in
any and all other lawful business.
ARTICLE IV
CAPITALIZATION
The total number of shares of stock which the Corporation shall have
the authority to issue is thirty million (30,000,000) shares, consisting of
twenty-five million (25,000,000) shares of Common Stock having a par value of
$.001 per share and five million (5,000,000) shares of Preferred Stock having a
par value of $.001 per share.
A. Preferred Stock
The Board of Directors is authorized, subject to the
limitations prescribed by law and the provisions of this
Article, to provide for the issuance of the shares of
Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Nevada, to
establish from time to time the number of shares to be
included in each such series and to fix the designation,
powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions
thereof.
1. The authority of the Board with respect to each
series shall include, but not be limited to,
determination of the following:
a. The number of shares constituting that
series and the distinctive designation of
that series;
b. The dividend rate on the shares of that
series, whether dividends shall be
cumulative, and if so, from which date or
dates, and the relative rights of priority,
if any, of payment of dividends on shares of
that series;
c. Whether that series shall have voting
rights, in addition to the voting rights
provided by law, and if so, the terms of
such voting rights;
d. Whether that series shall have conversion
privileges and, if so, the terms and
conditions of such conversion, including
provision for adjustment of the conversion
rate in such events as the Board of
Directors shall determine;
e. Whether or not the shares of that series
shall be redeemable and, if so, the terms
and conditions of such redemption, including
the date or dates upon or after which they
shall be redeemable and the amount per share
payable in case of redemption, which amount
may vary under different conditions and at
different redemption dates;
f. Whether that series shall have a sinking
fund for the redemption or purchase of
shares of that series and, if so, the terms
and amount of such sinking fund;
g. The rights of the shares of that series in
the event of voluntary or involuntary
liquidation, dissolution or winding up of
the Corporation, and the relative rights of
priority, if any, of payment of shares of
that series; and
h. Any other relative rights, preferences and
limitations of that series.
2. Dividends on outstanding shares of Preferred Stock
shall be paid or declared and set apart for payment,
before any dividends shall be paid or declared and
set apart for payment on Common Stock with respect to
the same dividend period.
3. If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the
assets available for distribution to holders of
shares of Preferred Stock of all series shall be
insufficient to pay such holders the full
preferential amount to which they are entitled, then
such assets shall be distributed ratably among the
shares of all series of Preferred Stock in accordance
with the respective preferential amounts (including
unpaid cumulative dividends, if any) payable with
respect thereto.
4. Unless otherwise provided in any resolution of the Board of
Directors providing for the issuance of any particular series of
Preferred Stock, no holder of Preferred Stock shall have any
pre-emptive right as such holder to subscribe for, purchase or
receive any part of any new or additional issue of capital stock
of any class or series, including unissued and treasury stock, or
obligations or other securities convertible into or exchangeable
for capital stock of any class or series, or warrants or other
instruments evidencing rights or options to subscribe for,
purchase or receive any capital stock of any class or series,
whether now or hereafter authorized and whether issued for cash
or other consideration or by way of dividend.
B. Common Stock
1. Subject to the prior and superior rights of the
Preferred Stock and on the conditions set forth in
the foregoing parts of this Article or in any
resolution of the Board of Directors providing for
the issuance of any particular series of Preferred
Stock, and not otherwise, such dividends (payable in
cash, stock or otherwise) as may be determined by the
Board of Directors may be declared and paid on the
Common Stock from time to time out of any funds
legally available therefor.
2. Except as otherwise provided by law, by this
Certificate of Incorporation or by the resolution or
resolutions of the Board of Directors providing for
the issue of any series of the Preferred Stock, the
Common Stock shall have the exclusive right to vote
for the election of directors and for all other
purposes, each holder of the Common Stock being
entitled to one vote for each share held.
3. Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary,
and after the holders of the Preferred Stock of each
series shall have been paid in full the amount to
which they respectively shall be entitled, or a sum
sufficient for such payments in assets of the
Corporation shall be distributed pro rata to the
holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of
the holders of the Preferred Stock.
ARTICLE V
REGISTERED OFFICE AND AGENT
The name and address of the corporation's registered agent is The Corporation
Trust Company of Nevada, 6100 Neil Rd., Suite 500, Reno, Nevada 89511.
ARTICLE VI
DIRECTORS
The Corporation shall be governed by a Board of Directors consisting of
three director as shall be fixed the Corporation's bylaws. The number of
directors constituting the initial board of directors of the corporation is 3
and the names and addresses of the directors are as follows:
Name Address
Tom Tedrow 200 S. Knowles Avenue, Winter Park, FL 32789
Linda Martin 200 S. Knowles Avenue, Winter Park, FL 32789
Jacob Nguyen 200 S. Knowles Avenue, Winter Park, FL 32789
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
There shall be no preemptive right to acquire unissued and/or treasury
shares of the stock of the Corporation.
ARTICLE VIII
LIABILITY OF OFFICERS AND DIRECTORS
A director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional misconduct,
fraud, a knowing violation of law or the payment of an unlawful dividend in
violation of NRS 78.300.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve or
who have served at any time as directors or officers or who, at the request of
the Board of Directors of the Corporation, may serve or at any time have served
as directors or officers of another corporation in which the Corporation at such
time owned or may own shares of stock or of which it was or may be a creditor,
and their respective heirs, administrators, successors and assigns, against any
and all expenses, including amounts paid upon judgments, counsel fees and
amounts paid in settlement (before or after suit is commenced), actually and
necessarily by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them, are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers of the Corporation, or of
such other corporation, except in relation to matters as to which any such
director or officer of the Corporation, or of such other corporation or former
director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or misconduct in the performance
of his duty. Such indemnification shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law, agreement, vote
of shareholder or otherwise.
DATED this 12th day of December 2000. Incorporator:
/s/ Bill Erwin
---------------------------------
Bill Erwin
1021 Main Street, Ste. 1150
Houston, TX 77002
STATE OF TEXAS ss.
ss.
COUNTY OF HARRIS ss.
On December 12, 2000 personally appeared before me, a Notary Public,
Bill Erwin, who acknowledged that he executed the above document in his capacity
as Incorporator of Waterford Sterling, Inc.
/s/ Jennifer K. Miller
----------------------------
Notary Public
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