EXHIBIT 3.(i)
ARTICLES OF INCORPORATION
OF
Mortgage Professionals Lead Source, Inc.
The undersigned natural person, who is more than eighteen (18)
years of age, hereby establishes a business corporation pursuant to
the laws of the State of Utah and adopts the following Articles of
Incorporation:
ARTICLE I
Corporate Name and Office
The name of the corporation is Mortgage Professionals Lead
Source, Inc. The initial office address for the corporation shall be
3406 South Highland Drive, Salt Lake City, Utah 84106.
ARTICLE II
Duration
The corporation shall have perpetual existence.
ARTICLE III
Purposes
The initial specific purposes of the corporation shall be the
development and acquisition through marketing efforts of various
financing commitments such as mortgages and refinancings and related
undertakings for placement and resales. The corporation may conduct
the foregoing specific enterprise, and any other business activities,
in any jurisdiction or location where it is authorized to conduct any
designated business activity by its Board of Directors to include,
though not limited to:
3.1 Enter into any lawful arrangement for sharing profits,
union of interest, reciprocal association or cooperative associations
with any corporation, association, limited liability company,
partnership, individual, or other legal entity for carrying on any
business; or to enter into any general or limited partnership or
joint venture for the carrying on of any business.
3.2 To enter into any lawful merger, consolidation, asset
acquisition or sale, or related transaction. To borrow or lend money
and to issue securities, or engage in other security transactions for
its business purposes.
ARTICLE IV
Powers
In furtherance of the foregoing purposes the corporation shall
have, and may exercise, all of the rights, powers and privileges now
or hereafter conferred upon a corporation by any state where it is
authorized to conduct business. In addition, it may do everything
necessary, suitable, or proper for the accomplishment of any of its
corporate purposes.
ARTICLE V
Authorized Shares and Voting
The corporation shall have one class of stock being Fifty
Million (50,000,000) shares of common, voting stock having no
designated par value. All shares of stock shall be issued by the
corporation for cash, tangible or intangible property, services
actually performed, notes or other interests having actual value, at
a rate of consideration as may be affixed, from time to time, by the
Board of Directors. Fully paid stock of this corporation shall not
be liable to any call and is nonassessable. There are no pre-emptive
rights provision adopted by these Articles; though the By-Laws may
contain provisions for adopting pre-emptive rights by the Board of
Directors or the shareholders without amendment to these Articles, so
far as permissible under Utah law. Each common shareholder of record
shall have one vote for each share of stock standing in his, her or
its name on the books of the corporation; provided that the Board of
Directors may subsequently adopt standard provisions for cumulative
voting without amendment to these Articles, so far as permissible
under Utah law. At all meetings of the shareholders, the majority of
the common shares entitled to vote at such meeting, represented in
person or by proxy, shall constitute a quorum.
ARTICLE VI
Registered Agent and Office
The name of the registered agent for the corporation is Mr.
Michael Christensen at 764 East 8230 South, Sandy, Utah 84094. The
knowledgeable consent of the registered agent to such appointment is
evidenced by his signature at the end of this document.
ARTICLE VII
Internal Affairs
Provisions for the regulation of the internal affairs of the
corporation are to be determined as set forth in the By-Laws as
adopted by the initial Board of Directors of the Corporation.
Thereafter, the By-Laws may be adopted, amended, or repealed by a
majority vote of the Board of Directors or shareholders of the
Corporation; except as to any action provided for in these Articles,
the By-Laws or by statute, if any, specifying a higher voting
requirement as to that provision.
ARTICLE VIII
Directors
The initial Board of Directors shall consist of three (3)
individuals identified below. These
initial Directors are:
1. Mr. Gregory Willits
959 East Akers Way
Sandy, Utah 84094
2. Mr. Michael Christensen
764 East 8230 South
Sandy, Utah 84094
3. Mr. D. Kearney Hoggan
5012 Cottonwood Lane
Salt Lake City, Utah 84117
The number and term of Directors shall be subsequently set-out
in the By-Laws provided that
there shall not be less than three directors.
ARTICLE IX
Limited Liability of Directors
To the fullest extent permitted by the Utah Business Corporation
Act, as the same exists or may hereafter be amended, no director of
the corporation shall be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability: (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for actions under
Section 16-10-44 of the Utah Business Corporation Act, or successor
provision, or (iv) for any transaction from which a director derived
an improper benefit.
ARTICLE X
Meeting of Shareholders
At any meeting of the shareholders, a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute
a quorum, unless these Articles are hereafter amended to provide for
different classes of stock with variable quorum requirements. If a
quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders; unless the vote of a greater
number is required by law, or by amendment to these Articles.
ARTICLE XI
Incorporators
The name and address of the incorporator is as follows:
Mr. Michael Christensen
764 East 8236 South
Sandy, Utah 84094
DONE this day of February, 2001.
INCORPORATOR & REGISTERED AGENT:
Mr. Michael Christensen
Incorporator & Registered Agent
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
I hereby certify that on the day of February, 2001,
personally appeared before me, a Notary Public, Mr. Michael
Christensen who being by me first duly sworn, declared that he is the
persons who signed the foregoing document as the Incorporator and
that the statements therein contained are true.
NOTARY PUBLIC