ARTICLES OF INCORPORATION
OF
ALADDIN CAPITAL CORP.
The undersigned, for the purpose of forming a corporation pursuant to and
by virtue of Chapter 78 of the Nevada Revised Statutes, hereby adopts, executes
and acknowledges the following Articles of Incorporation.
ARTICLE I
NAME
The name of the corporation shall be Aladdin Capital Corp.
ARTICLE II
REGISTERED OFFICE
The name of the initial resident agent and the street address of the
initial registered office in the State of Nevada where process may be served
upon the corporation is Schreck Morris, 300 South Fourth Street, Suite 1200, Las
Vegas, Clark County, Nevada 89101. The corporation may, from time to time, in
the manner provided by law, change the resident agent and the registered office
within the State of Nevada. The corporation may also maintain an office or
offices for the conduct of its business, either within or without the State of
Nevada.
ARTICLE III
CAPITAL STOCK
Section 1. AUTHORIZED SHARES. The aggregate number of shares which the
corporation shall have authority to issue shall consist of two thousand five
hundred (2,500) shares of common stock without par value.
Section 2. CONSIDERATION FOR SHARES. The common stock authorized by
Section 1 of this Article shall be issued for such consideration as shall be
fixed, from time to time, by the Board of Directors.
Section 3. ASSESSMENT OF STOCK. The capital stock of this corporation,
after the amount of the subscription price has been fully paid in, shall not be
assessable for any purpose, and no stock issued as fully paid shall ever be
assessable or assessed. No stockholder of the corporation is individually
liable for the debts or liabilities of the corporation.
Section 4. CUMULATIVE VOTING FOR DIRECTORS. No stockholder of the
corporation shall be entitled to cumulative voting of his shares for the
election of directors.
Section 5. PREEMPTIVE RIGHTS. No stockholder of the corporation shall
have any preemptive rights.
ARTICLE IV
DIRECTORS AND OFFICERS
Section 1. NUMBER OF DIRECTORS. The members of the governing board of
the corporation are styled as directors. The Board of Directors of the
corporation shall consist of at least one (1) individual who shall be elected in
such manner as shall be provided in the bylaws of the corporation. The number
of directors may be changed from time to time in such manner as shall be
provided in the bylaws of the corporation.
Section 2. INITIAL DIRECTORS. The name and post office box or street
address of each of the directors constituting the first Board of Directors,
which be one (1) in number, is:
NAME ADDRESS
Jack Sommer 2810 W. Charleston Blvd., Ste. F-58
Las Vegas, Nevada 89102
Section 3. LIMITATION OF PERSONAL LIABILITY. No director or officer of
the corporation shall be personally liable to the corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer;
provided, however, that the foregoing provision does not eliminate or limit the
liability of a director or officer of the corporation for:
(a) Acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or
(b) The payment of distributions in violation of Nevada Revised
Statutes 78.300.
Section 4. PAYMENT OF EXPENSES. In addition to any other rights of
indemnification permitted by the law of the State of Nevada as may be provided
for by the corporation in its bylaws or by agreement, the expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding, involving alleged acts or omissions of such officer or director in
his or her capacity as an officer or director of the corporation, must be paid,
by the corporation or through insurance purchased and maintained by the
corporation or through other financial arrangements made by the corporation, as
they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
corporation.
Section 5. REPEAL AND CONFLICTS. Any repeal or modification of
Sections 3 or 4
above approved by the stockholders of the corporation shall be prospective only.
In the event of any conflict between Sections 3 or 4 of this Article and any
other Article of the corporation's Articles of Incorporation, the terms and
provisions of Sections 3 or 4 of this Article shall control.
ARTICLE V
INCORPORATOR
The name and post office box or street address of the incorporator signing
these Articles of Incorporation is:
NAME ADDRESS
Ellen L. Schulhofer, Esq. 300 S. Fourth Street, Ste. 1200
Las Vegas, Nevada 89101
IN WITNESS WHEREOF, I have executed these Articles of Incorporation this
1st day of December, 1997.
/s/ Ellen Schulhofer
-----------------------------------------
Ellen L. Schulhofer, Esq.
State of Nevada )
) ss.
County of Clark )
This instrument was acknowledged before me on December 1, 1997, by Ellen L.
Schulhofer as Incorporator of Aladdin Capital Corp.
_____________________________________________
Notary Public