EXHIBIT 17
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ARTICLES OF INCORPORATION
OF
FOUNTAIN COLONY VENTURES INC.
The undersigned natural person, of the age of eighteen (18) years or more,
acting as incorporator, hereby establishes a corporation pursuant to the
Colorado Business Corporation Act and adopts the following articles of
incorporation.
ARTICLE I
Name
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The name of the Corporation is FOUNTAIN COLONY VENTURES INC.
ARTICLE II
Purposes and Powers
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The Corporation shall have and may exercise all of the rights, powers and
privileges now or hereafter conferred upon corporations organized under the laws
of the State of Colorado, and shall have and may exercise all powers necessary
or convenient to effect any of the purposes for which the Corporation has been
organized.
ARTICLE III
Capital Structure
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3.1 Aggregate Shares, Classes and Series. The aggregate number of shares of
capital stock which the Corporation shall have the authority to issue is fifty
million (50,000,000) shares of stock designated "Common Stock", par value
$0.001, and ten million (10,000,000) shares of stock designated "Preferred
Stock", par value $0.001.
All shares of any one series shall be alike in every particular. In
establishing a series, the Board of Directors shall give to it a distinctive
designation so as to distinguish it from the shares of all other series and
classes, shall fix the number of shares in such series, and as to Preferred
Stock, fix the preferences, rights and restrictions thereof. Shares of Common
Stock shall, in any case, have unlimited voting rights and unfettered rights to
receive the net assets of the Corporation upon dissolution, regardless of series
designations, which rights may nonetheless be shared with other classes of
stock. All series of Preferred Stock shall be alike except that there may be
variations, as determined by the Board of Directors, as to: (1), right of
dividend; (2), terms, conditions, and price of redemption; (3), amounts payable
upon either voluntary and/or involuntary liquidation; (4), sinking fund
provisions, if any, for the call or redemption of the shares; (5), terms and
conditions of conversion, if any; and (6), voting rights consistent with
Colorado law. Before issuing any shares of a class or series, the preferences,
limitations and relative rights of which are determined by the Board of
Directors, the Corporation shall deliver to the Colorado Secretary of State
appropriate Articles of Amendment, as required by law.
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3.2 Consideration for Shares. Each share of stock, when issued, shall be
fully paid and nonassessable. The shares of the Corporation shall be issued for
such consideration expressed in dollars as shall be fixed from time to time by
the Board of Directors of the Corporation. The consideration for the issuance of
shares may be paid, in whole or in part, in money, in other property, tangible
or intangible, or in labor or services actually performed for the Corporation.
The judgment of the Board of Directors as to the value of any property or
services received shall, in the absence of fraud or bad faith, be conclusive
upon all persons.
ARTICLE IV
Voting of Shares
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Each shareholder of record shall have one vote for each share of stock
standing in his or her name on the books of the Corporation and entitled to
vote, except in the election of directors he or she shall have the right to vote
such number of shares for as many persons as there are directors to be elected.
Cumulative voting shall not be allowed in the election of directors or for any
other purpose.
ARTICLE V
Preemptive Rights
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No holder of shares of the Corporation of any class shall have any
preemptive or preferential right in or preemptive or preferential right to
subscribe to or for or acquire any new or additional shares, or any subsequent
issue of shares, or any unissued or treasury shares of the Corporation, whether
now or hereafter authorized, or any securities convertible into or carrying a
right to subscribe to or for or acquire any such shares, whether now or
hereafter authorized.
ARTICLE VI
Regulation of Internal Affairs
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6.1 Bylaws. The initial bylaws shall be adopted by the Board of Directors.
The Board of directors may amend or repeal the bylaws unless the shareholders,
in amending or repealing a particular bylaw, provide expressly that the
directors may not amend or repeal such bylaw. The shareholders may amend or
repeal the bylaws even though the bylaws may also be amended or repealed by the
Board of Directors. The bylaws may contain any provisions for the regulation and
management of the affairs of the Corporation not inconsistent with law or these
articles of incorporation.
6.2 Quorum of Shareholders and Vote Required. At all meetings of the
shareholders, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum, unless the quorum required for the
meeting has been fixed by order of a court pursuant to C.R.S. ss.7-107-103, and
at any meeting at which 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
proportion or number is required by the Colorado Business Corporation Act.
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6.3 Registered Holder of Shares. The Corporation shall be entitled to treat
the record holder of any shares of the Corporation as the owner thereof for all
purposes, including all rights deriving from the shares. The Corporation shall
not be bound to recognize any equitable or other claim to or interest in the
shares or rights deriving from the shares on the part of any other person,
including, without limitation, a purchaser, assignee or transferee of such
shares or rights deriving from the shares, unless and until the purchaser,
assignee, transferee or other person becomes the record holder of the shares,
whether or not the Corporation shall have either actual or constructive notice
of the interest. Until the purchaser, assignee or transferee of any of the
shares of the Corporation has become the record holder of the shares, he or she
shall not be entitled to receive notice of meetings, examine lists of the
shareholders, receive dividends or other sums payable to shareholders, or own,
enjoy and exercise any other property or rights deriving from the shares of the
Corporation.
6.4 Indemnification. The Corporation shall, to the fullest extent permitted
by the laws of the State of Colorado, indemnify any person who was or is a party
or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, and whether formal or informal, by reason of the fact that he or
she is or was a director, officer, fiduciary or agent of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
fiduciary or agent of any other foreign or domestic corporation or of any
partnership, joint venture, trust, other enterprise or employee benefit plan.
The right of indemnification shall inure to the benefit of the heirs, executors,
administrators and personal representatives of such person. The Corporation
shall have the right, in its sole discretion, to indemnify any other person to
the fullest extent allowed by the laws of the State of Colorado, except as may
be limited by the bylaws from time to time in effect.
6.5 Insurance. The Corporation shall have the power, consistent with
Colorado law, to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the Corporation, or who is or
was serving at the request of the Corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have authority to indemnify him or her
against the liability under the provisions of these articles, or under law.
ARTICLE VII
Offices and Agents
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7.1 Initial Registered Office and Agent. The address of the initial
registered office of the Corporation is: c/o Frascona, Joiner & Goodman, P.C.,
4750 Table Mesa Drive, Boulder, Colorado 80303-5575. The name of the initial
registered agent at that address is Richard Byron Peddie.
7.1.2 Consent. I, Richard Byron Peddie, give my consent to serve and act as
initial registered agent:
/s/ Richard Byron Peddie
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Richard Byron Peddie
7.2 Initial Principal Office. The initial principal office of the
Corporation is: 1621 Altivo Way, Los Angeles, California 90026.
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ARTICLE VIII
Directors
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8.1 Initial Directors. The initial Board of Directors of the Corporation
shall consist of one member. Directors, in any case, shall be a natural person
of the age of eighteen (18) years or more. The name and address of the person
who is to serve as the initial director until the first annual meeting of
shareholders, or until his or her successor is elected and qualified, are as
follows:
Patrick C. Brooks
1621 Altivo Way
Los Angeles, California 90026
8.2 Increase and Decrease. The number of directors may be increased or
decreased by the adoption of, the amendment to, or in the manner provided in,
the bylaws, but no decrease shall have the effect of shortening the term of any
incumbent director. In the absence of any provision in the bylaws fixing the
number of directors, the number shall be the same as provided in these articles
of incorporation. The number of directors shall be one; in no case shall the
number of directors exceed eleven. Directors shall serve for the term for which
they are elected and thereafter until successors are elected and qualified.
8.3 Limitation of Personal Liability of Directors. To the extent permitted
byss.7-108-402 of the Colorado Business Corporation Act, as the same may be
amended and supplemented, no director of the Corporation shall be personally
liable to the Corporation or to its shareholders for monetary damages for breach
of fiduciary duty as a director; except that the foregoing shall not eliminate
or limit the liability of a director to the Corporation or to its shareholders
for monetary damages: (i) for any breach of the director's duty of loyalty to
the Corporation or to its shareholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) for acts specified inss.7-108-403 of the Colorado Business Corporation
Act; or (iv) for any transaction from which the director derived an improper
personal benefit.
ARTICLE IX
Incorporator
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The name and address of the incorporator is Patrick C. Brooks, 1621 Altivo
Way, Los Angeles, California 90026.
Dated this 1st of February, 1999.
/s/ Patrick C. Brooks
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Patrick C. Brooks, Incorporator
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ARTICLES OF MERGER
OF
FOUNTAIN COLONY VENTURES INC.
A Colorado Corporation
Pursuant to Colorado Corporation Code Section 7-7-107 (3), the undersigned,
Patrick C. Brooks, being the President and Secretary of Fountain Colony
Ventures, Inc., a Colorado corporation (the "Subsidiary Corporation"), which is
the surviving corporation of a merger between the Subsidiary Corporation and
Fountain Colony Holding Corporation, a Delaware corporation (the "Parent
Corporation"), do hereby state as follows:
(a) The plan of merger of the Parent Corporation into the Subsidiary
Corporation is as set forth in the Plan and Agreement of Merger, a
true and complete copy of which is attached hereto and by this
reference incorporated herein.
(b) Immediately prior to the merger, the Parent Corporation owned at least
ninety percent (90%) of the outstanding shares of each of the
Subsidiary Corporation.
(c) The mailing to shareholders of the Subsidiary Corporation of a copy of
the Plan and Agreement of Merger was duly waived. The merger of the
Parent Corporation into the Subsidiary Corporation was submitted to
the shareholders of the Parent Corporation for the approval of such
shareholders, and the number of shares of the Parent Corporation that
voted for the Plan and Agreement of merger was sufficient for
approval.
WHEREFORE, the undersigned has duly executed these Articles of Merger this
19th day of February, 1999.
/s/ Patrick C. Brooks
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Patrick C. Brooks
President and Secretary
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