EXHIBIT 3.1
ARTICLES OF INCORPORATION OF
HOMELIFE, INC., A NEVADA CORPORATION
DATED OCTOBER 9, 1995
ARTICLES OF INCORPORATION
OF
HOMELIFE, INC.
ARTICLE I
The complete name of the Corporation is to be:
HomeLife, Inc.
ARTICLE II
The purpose of this Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the general corporation laws of
Nevada.
ARTICLE III
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the general corporation laws of
Nevada.
ARTICLE IV
This Corporation shall have the authority to issue 2 classes of capital
stock the total of which shall be 5,100,000 shares. The classification and par
value of 5,000,000 shares shall be common voting stock having a par value of
$.001 each share, each share shall be entitled to the same dividend,
liquidation, and voting rights; the classification and par value of 100,000
shares shall be preferred stock with no par value each share. Said preferred
stock may be issued from time to time in one or more classes or series with such
dividend rates, voting rights, rights of conversion, rights upon dissolution or
liquidation, and with such designations or restrictions thereof as shall be
determined by resolution adopted by the Board of Directors at the time such
stock is issued without further approval of the shareholders.
ARTICLE V
The members of the governing board of this Corporation shall be styled
directors and the number thereof at the inception of this Corporation shall be
one (1). Directors need not be Shareholders of this Corporation, nor residents
of the State of Nevada. The number of Directors may from time to time be
increased or decreased in such manner as shall be provided for by the By-laws of
the Corporation.
The name and post office address of the first Board of Directors who shall
hold office until his successor is duly elected, is as follows:
Name Address
Robert L. Cashman 2164 North Glassell Street
Orange, California 92665
ARTICLE VI
The Capital stock of this Corporation, after the amount of the subscription
price has been paid in, shall never be assessable, or assessed to pay debts of
this Corporation.
ARTICLE VII
The name and address of the Incorporator signing these Articles of
Incorporation is as follows:
Name Address
Robert L. Cashman 2164 North Glassell Street
Orange, California 92665
ARTICLE VIII
The period of duration of this Corporation shall be perpetual unless
otherwise amended by the Shareholders.
ARTICLE IX
The Directors shall have the power to make and to alter or amend the
By-Laws; to fix the amount to be reserved as working capital and to authorize
and cause to be executed mortgages and liens, without limit as to amount, upon
the property and franchise of this Corporation.
With the consent in writing, and pursuant to a vote of the majority of the
holders of the capital stock issued and outstanding, the Directors shall have
the authority to dispose of, in any manner, the whole property of this
Corporation.
The By-Laws shall determine whether and to what extent the accounts and
books of this Corporation, or any of them shall be open to the inspection of the
Shareholders; and no shareholder shall have any right of inspection of any
account, book, or document of this Corporation, except as conferred by the law
or By-Laws or by resolution of the Shareholders.
The Shareholders and Directors shall have the power to hold meetings and
keep the books, documents and papers of this Corporation, except as conferred by
the law or By-Laws or by resolution of the Shareholders.
The Shareholders and Directors shall have the power to hold meetings and
keep the books, documents and papers of the Corporation outside of the State of
Nevada, at such places as may be from time to time designated by the By-Laws or
by resolution of the Shareholders and Directors, except as otherwise required by
the laws of Nevada.
It is the intention that the objects, purposes, and powers specified in
Article III, be nowise limited or restricted by reference to, or inference from
the terms of any other clause or Article on this Certificate of Incorporation,
but that the object, purpose, and powers specified in Article III and each of
the clauses or Articles of this Charter shall be regarded as independent
objects, purposes, and powers.
ARTICLE X
After the formation of this Corporation, each Shareholder shall be entitled
to purchase and/or subscribe for the number of shares of this Corporation which
may hereafter be authorized and issued for money. Each Shareholder shall have
the same rights as any individual to purchase said stock, but shall not have any
pre-emptive rights as that term is defined under NRS 78.265.
IN WITNESS WHEREOF, I, the undersigned constituting the sole incorporator and
intended Shareholder, being less than three Shareholders, for the purpose of
forming a Corporation under the laws of the State of Nevada, do make, file and
record these Articles of Incorporation, and do certify that the facts herein are
true and I have accordingly hereunto set my hand this 26th day of September,
1995.
/s/ Robert L. Cashman
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Robert L. Cashman, Incorporator
STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
On this 26th day of September, 1995, before me, a Notary Public in and for
said County and State, personally appeared Robert L. Cashman, known to me to be
the person whose name is subscribed to the foregoing instrument, who duly
acknowledged to me that he executed the same for the purpose therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in said
County and State this 26th day of September, 1995.
/s/ W.E. Wilson, Jr.
--------------------------------
Notary Public
(Seal)