ARTICLES OF INCORPORATION
OF
HWS MAI CORP.
The undersigned, a subscriber to these Articles of Incorporation, a
natural person, competent to contract, hereby forms a corporation under the laws
of the State of Florida:
ARTICLE I. NAME
The name of this corporation shall be:
HWS MAI CORP.
ARTICLE II. PURPOSES
The general nature of the business to be transacted by this Corporation
is:
(1) To engage in the acquisition, merger, and purchase of privately
held businesses.
(2) To engage in capital ventures and business enterprises of all
kinds, whether as a promoter, partner, member, or associate, broker or as a
member of such enterprises.
(3) To engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Florida.
ARTICLE III. POWERS
This Corporation shall have the following powers:
(1) To do each and everything necessary, suitable or proper for the
accomplishment of any one of more of the foregoing purposes or the attainment of
any one or more of the foregoing objects or conducive to or expedient for the
interest or benefit of the corporation and to contract accordingly, and , in
addition, to exercise and possess all powers, rights and privileges necessary or
incidental to the purposes for which the corporation is organized or to the
activities in which it is engaged and any other rights.
(2) To have and exercise, in addition to the foregoing, all powers,
privileges and rights conferred on ordinary corporations by the laws of the
State and all powers and rights incidental or conductive to carrying out the
purposes for which this Corporation is formed, except such as are inconsistent
with the express provisions of the act under which this Corporation is
incorporated, and to do any such thing anywhere, and the enumeration of the
foregoing powers shall not be held to limit or restrict in any manner the
general powers which may be law or possessed by this Corporation, all of which
are hereby expressly claimed.
ARTICLE IV. CAPITAL STOCK
This Corporation is authorized to have Two Hundred Million
(200,000,000) shares of common stock at $.00002 per share par value which shares
shall be designated "Common Shares." The Common Shares shall be divided into two
classes, Class A Common Shares and ordinary Common Shares.
The Corporation is authorized to issue up to 50,000,000 Class A Common
Shares; the reminder of the Common Shares shall be ordinary Common Shares. Class
A Common Shares shall be converted automatically into ordinary Common Shares
upon sale, death, or other transfer by the original holder other than to another
Class A Common Stockholder, or at any time at the written request of the
original holder.
The holders of Class A Common Shares are entitled to two (2) votes per
Class A Common Shares and the holders of ordinary Common Shares shall be
entitled to one (1) vote per ordinary Common Share respecting all matters on
which holders of Common Shares shall be entitled to vote.
DIVIDEND RIGHTS
All shares of both classes of common stock are entitled to share
equally on a per share basis in such dividends as the BOARD OF DIRECTORS may
declare from sources legally available therefore.
LIQUIDATION OF RIGHTS
Upon liquidation, partial return of capital, or dissolution of the
Corporation, whether voluntary or involuntary, all shares of common stock are
entitled to share equally in the assets available for distribution to common
stockholders after payment of all prior obligations or the Corporation.
ARTICLE V. DENIAL OF PREEMPTIVE RIGHTS
No holder of any share of the Corporation shall, because of his
ownership of shares, have a preemptive or other right, to purchase, subscribe
for or take any part of any shares or any part of the notes, debentures, bonds
or other securities convertible into or carrying options or warrants to purchase
shares of the Corporation issued, optioned or sold by the Corporation, whether
the shares be authorized by this Article of Incorporation or be authorized by an
amended article duly filed and in effect at the time of the issuance or sale of
such shares or such notes, debentures, bonds or other securities convertible
into or carrying options or warrants to purchase shares of the Corporation. Any
part of the shares authorized by this Article of Incorporation, or by an amended
Article duly filed, or any part of the notes, debentures, bonds or other
securities convertible into or carrying options or warrants to purchase shares
of the Corporation, may at any time be issued, optioned for sale and sold or
disposed of by the Corporation pursuant to resolution of its Board of Directors
to such persons and upon such terms and conditions as may, to such Board, seem
proper and advisable without first offering to existing shareholders the said
shares or the said notes, debentures, bonds or other securities convertible into
or carrying options or warrants to purchase shares of the Corporation, or any
part of any thereof.
ARTICLE VI. INITIAL CAPITAL
The amount of capital with which this Corporation will begin business
is not less than Three Hundred Dollars ($300.00).
ARTICLE VII. TERM OF EXISTENCE
This Corporation is to exist perpetually.
ARTICLE VIII. ADDRESS
The street address of the principal office of this company in this sate
is 200 Hypoluxo Road, Suite 201, Hypoluxo, Florida 33462.
ARTICLE IX. DIRECTORS
This Corporation shall not have less than one Director. The number of
Directors may be increased or decreased from time to time by the by-laws adopted
by the stockholders, but shall never be less than one.
ARTICLE X. INITIAL DIRECTOR AND SUBSCRIBER
The name and address of the initial Director and Subscriber of the
Corporation is:
Charles R. Taylor
6174 Boyd Lane
Lantana, FL 33462
ARTICLE XI. AMENDMENTS
These Articles of Incorporation may be amended in the manner provided
by law. Every amendment shall be approved by the Board of Directors proposed by
them to the stockholders, and approved at the stockholders meeting by a majority
of the stock entitled to vote thereof, unless all of the directors and all of
the stockholders sing a written statement manifesting their intention that a
certain amendment of these Articles of Incorporation be made.
IN WITNESS WHEREOF, the subscribing incorporator has hereunto set his hand and
seal this 7th day of April, 1987.
/s/ Charles R. Taylor
--------------------------
Charles R. Taylor
Incorporator
STATE OF FLORIDA
COUNTY OF PALM BEACH
Before me personally appeared CHARLES R. TAYLOR to me well known and known to me
to be the individual described in and who executed the foregoing Articles of
Incorporation and acknowledged to and before me that he executed said Articles
of Incorporation for the purpose therein expressed.
WITNESS my hand and official seal this 7th day of April, 1987.
/s/ Christina Weatherman
--------------------------
Notary Public
State of Florida at Large.
My commission expires: (SEAL)
[seal]
STATE OF FLORIDA
DEPARTMENT OF STATE
Certificate Designating Place of Business or Domicile for the Service of Process
within the State, Naming Agent Upon Whom Process may be Served and Names and
Addresses of the Officers and Directors.
----------------------------------------
The following is submitted, in compliance with Chapter 48.091, Florida Statutes:
---------------------------------------
A corporation organized (or organizing) under the laws of the State of Florida
with the principal office at 200 Hypoluxo Road, Suite 201, Hypoluxo, Florida
33462., as its agent to accept process within this state.
Officers:
NAME TITLE SPECIFIC ADDRESS
---- ----- ----------------
Charles R. Taylor Director 6174 Boyd Lane
Hypoluxo, FL 33462
By: /s/ Charles R. Taylor
----------------------------
ACCEPTANCE:
I agree as Resident Agent to accept Service of Process: to keep office open
during prescribed hours; to post my name (any other officer of said corporation
authorized to accept service of process at the above Florida designated address)
in some conspicuous place in office as required by law.
Filing fee: /s/ Charles R. Taylor
--------------------------
Charles R. Taylor
Resident Agent