ARTICLES OF INCORPORATION
OF
S.W. LAM, INC.
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 S.W. Lam,
Inc.
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 fifty million (50,000,000) shares, consisting of
twenty-five million (25,000,000) shares of Common Stock having a par value of
$.001 per share and twenty-five million (25,000,000) 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
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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,
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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.
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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 and address is
The Corporation Trust Company of Nevada, One, East First Street, Reno, Nevada
89501.
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ARTICLE VI
DIRECTORS
The Corporation shall be governed by a Board of Directors consisting of
such number of directors as shall be fixed the Corporation's bylaws. The number
of directors constituting the initial board of directors of the corporation is
one and the name and address of the director is as follows:
NAME ADDRESS
- --------------- -------------------------
Hank Vanderkam 440 Louisiana, Suite 475
Houston, Texas 77002
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
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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 10th day of October, 1996.
Incorporator:
/s/ William Erwin
------------------------
William Erwin
CT Corporation System
811 Dallas Ave.
Houston, Texas 77002
STATE OF TEXAS }
}
COUNTY OF HARRIS }
On October 4, 1996, personally appeared before me, a Notary Public, William
Erwin, who acknowledged that he executed the above document in his capacity as
duly authorized agent of the C T Corporation System and Incorporator S.W. Lam,
Inc.
/s/ Ann Siebert
------------------------
Notary Public
Certificate of Acceptance of Appointment of Resident Agent
The Corporation Trust Company of Nevada hereby accepts appointment as
Resident Agent for the above named corporation.
Dated: October 10, 1996
Corporation Trust Company of Nevada
/s/ illegible
- ---------------------------
By: K. S. Hood
Title: Assistant Secretary
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