Articles Of Incorporation
Of
WESTERN SKY, INC.
Know all men by these present that the undersigned have this day
voluntarily associated ourselves together for the purpose of forming a
corporation under and pursuant to the provisions of Nevada Revised
Statutes 78.010 to Nevada Revised Statues 78.090 inclusive as amended
and state and certify that the articles of incorporation are as follows:
First: Name
The name of the corporation is WESTERN SKY, INC., (The
"Corporation").
Second: Registered Office and Agent
The address of the registered office of the corporation in the State Of
Nevada is 3360 West Sahara Ave., Suite 200, in the city of Las Vegas,
County of Nevada 89102. The name and address of the corporation's
registered agent in the State of Nevada is Shawn F. Hackman, Esq.,3360
West Sahara Ave., Suite 200, Las Vegas, NV 89102 , at said address,
until such time as another agent is duly authorized and appointed by the
corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under
the Nevada Revised Statutes of the State of Nevada, including, but not
limited to the following:
(a) The Corporation may at any time exercise such rights,
privileges, and powers, when not inconsistent with the
purposes and object for which this corporation is
organized;
(b) The Corporation shall have power to have succession by
its corporate name in perpetuity, or until dissolved and
its affairs wound up according to law;
(c) The Corporation shall have power to sue and be sued in
any court of law or equity;
(d) The Corporation shall have power to make contracts;
(e) The Corporation shall have power to hold, purchase and
convey real and personal estate and to mortgage or lease
any such real and personal estate with its franchises.
The power to hold real and personal estate shall include
the power to take the same by devise or bequest in the
State of Nevada, or in any other state, territory or
country;
(f) The corporation shall have power to appoint such officers
and agents as the affairs of the Corporation shall
requite and allow them suitable compensation;
(g) The Corporation shall have power to make bylaws not
inconsistent with the constitution or laws of the United
States, or of the State of Nevada, for the management,
regulation and government of its affairs and property,
the transfer of its stock, the transaction of its
business and the calling and holding of meetings of
stockholders;
(h) The Corporation shall have the power to wind up and
dissolve itself, or be wound up or dissolved;
(i) The Corporation shall have the power to adopt and use a
common seal or stamp, or to not use such seal or stamp
and if one is used, to alter the same. The use of a seal
or stamp by the corporation on any corporate documents is
not necessary. The Corporation may use a seal or stamp,
if it desires, but such use or non-use shall not in any
way affect the legality of the document;
(j) The Corporation Shall have the power to borrow money and
contract debts when necessary for the transaction of its
business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose
of its incorporation; to issue bonds, promissory notes,
bills of exchange, debentures and other obligations and
evidence of indebtedness, payable at a specified time or
times, or payable upon the happening of a specified event
or events, whether secured by mortgage, pledge or
otherwise, or unsecured, for money borrowed, or in
payment for property purchased, or acquired, or for
another lawful object;
(k) The Corporation shall have the power to guarantee,
purchase, hold, sell, assign, transfer, mortgage, pledge
or otherwise dispose of the shares of the capital stock
of, or any bonds, securities or evidence in indebtedness
created by any other corporation or corporations in the
State of Nevada, or any other state or government and,
while the owner of such stock, bonds, securities or
evidence of indebtedness, to exercise all the rights,
powers and privileges of ownership, including the right
to vote, if any;
(l) The Corporation shall have the power to purchase, hold,
sell and transfer shares of its own capital stock and use
therefor its capital, capital surplus, surplus or other
property or fund;
(m) The Corporation shall have to conduct business, have one
or more offices and hold, purchase, mortgage and convey
real and personal property in the State of Nevada and in
any of the several states, territories, possessions and
dependencies of the United States, the District of
Columbia and in any foreign country;
(n) The Corporation shall have the power to do all and
everything necessary and proper for the accomplishment of
the objects enumerated in its articles of incorporation,
or any amendments thereof, or necessary or incidental to
the protection and benefit of the Corporation and, in
general, to carry on any lawful business necessary or
incidental to the attainment of the purposes of the
Corporation, whether or not such business is similar in
nature to the purposes set forth in the articles of
incorporation of the Corporation, or any amendment
thereof;
(o) The Corporation shall have the power to make donations
for the public welfare or for charitable, scientific or
educational purposes;
(p) The Corporation shall have the power to enter
partnerships, general or limited, or joint ventures, in
connection with any lawful activities.
Forth: Capital Stock
1. Classes and Number of Shares. The total number of shares of all
classes of stock, which the corporation shall have authority to issue
Twenty Five Million (25,000,000) shares of Common Stock, par value of
$0.001 per share (The "Common Stock") and no Preferred Stock.
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation holding
common stock shall have any preemptive or other right to
subscribe for any additional un-issued or treasury shares of
stock or for other securities of any class, or for rights,
warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying
stock purchase warrants or privileges unless so authorized
by the Corporation;
(b) Voting Rights and Powers. With respect to all matters upon
which stockholders are entitled to vote or to which
stockholders are entitled to give consent, the holders of
the outstanding shares of the Common Stock shall be entitled
to cast thereon one (1) vote in person or by proxy for each
share of the Common Stock standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be
entitled to receive such cash dividends as may be
declared thereon by the Board of Directors from time
to time out of assets of funds of the Corporation
legally available therefor;
(ii) Other Dividends and Distributions. The Board of
Directors may issue shares of the Common Stock in the
form of a distribution or distributions pursuant to a
stock dividend or split-up of the shares of the Common
Stock;
(iii) Other Rights. Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be
provided in these Articles of Incorporation, each
share of the Common Stock shall have identical powers,
preferences and rights, including rights in
liquidation;
3. Preferred Stock The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock, or
any series thereof, shall be such as may be fixed, from time to time,
by the Board of Directors in its sole discretion, authority to do so
being hereby expressly vested in such board.
4. Issuance of the Common Stock and the Preferred Stock. The Board of
Directors of the Corporation may from time to time authorize by
resolution the issuance of any or all shares of the Common Stock and
the Preferred Stock herein authorized in accordance with the terms
and conditions set forth in these Articles of Incorporation for such
purposes, in such amounts, to such persons, corporations, or
entities, for such consideration and in the case of the Preferred
Stock, in one or more series, all as the Board of Directors in its
discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law. The Board of
Directors, from time to time, also may authorize, by resolution,
options, warrants and other rights convertible into Common or
Preferred stock (collectively "securities.") The securities must be
issued for such consideration, including cash, property, or services,
as the Board or Directors may deem appropriate, subject to the
requirement that the value of such consideration be no less than the
par value if the shares issued. Any shares issued for which the
consideration so fixed has been paid or delivered shall be fully paid
stock and the holder of such shares shall not be liable for any
further call or assessment or any other payment thereon, provided
that the actual value of such consideration is not less that the par
value of the shares so issued. The Board of Directors may issue
shares of the Common Stock in the form of a distribution or
distributions pursuant to a stock divided or split-up of the shares
of the Common Stock only to the then holders of the outstanding
shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required by applicable law,
there shall be no cumulative voting on any matter brought to a vote
of stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers conferred
by statute and subject to Article Sixth hereof, the Board of Directors
is expressly authorized to adopt, repeal, rescind, alter or amend in any
respect the Bylaws of the Corporation (the "Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also be
adopted, repealed, rescinded, altered or amended in any respect by the
stockholders of the Corporation, but only by the affirmative vote of the
holders of not less than fifty-one percent (51%) of the voting power of
all outstanding shares of voting stock, regardless of class and voting
together as a single voting class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be managed by
and under the direction of the Board of Directors. Except as may
otherwise be provided pursuant to Section 4 or Article Forth hereof in
connection with rights to elect additional directors under specified
circumstances, which may be granted to the holders of any class or
series of Preferred Stock, the exact number of directors of the
Corporation shall be determined from time to time by a bylaw or
amendment thereto, providing that the number of directors shall not be
reduced to less that two (2). The directors holding office at the time
of the filing of these Articles of Incorporation shall continue as
directors until the next annual meeting and/or until their successors
are duly chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each director
shall serve for a term ending on the date of the third Annual Meeting of
Stockholders of the Corporation (the "Annual Meeting") following the
Annual Meeting at which such director was elected. All directors, shall
have equal standing.
Not withstanding the foregoing provisions of this Article Eighth
each director shall serve until his successor is elected and qualified
or until his death, resignation or removal; no decrease in the
authorized number of directors shall shorten the term of any incumbent
director; and additional directors, elected pursuant to Section 4 or
Article Forth hereof in connection with rights to elect such additional
directors under specified circumstances, which may be granted to the
holders of any class or series of Preferred Stock, shall not be
included in any class, but shall serve for such term or terms and
pursuant to such other provisions as are specified in the resolution of
the Board or Directors establishing such class or series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4 of
Article Forth hereof in connection with rights to elect additional
directors under specified circumstances, which may be granted to the
holders of any class or series of Preferred Stock, newly created
directorships resulting from any increase in the number of directors, or
any vacancies on the Board of Directors resulting from death,
resignation, removal, or other causes, shall be filled solely by the
quorum of the Board of Directors. Any director elected in accordance
with the preceding sentence shall hold office for the remainder of the
full term of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have been
elected and qualified or until such director's death, resignation or
removal, whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4 or
Article Fourth hereof in connection with rights to elect additional
directors under specified circumstances, which may be granted to the
holders of any class or series of Preferred Stock, any director may be
removed from office only for cause and only by the affirmative vote of
the holders of not less than fifty-one percent (51%) of the voting power
of all outstanding shares of voting stock entitled to vote in connection
with the election of such director, provided, however, that where such
removal is approved by a majority of the Directors, the affirmative vote
of a majority of the voting power of all outstanding shares of voting
stock entitled to vote in connection with the election of such director
shall be required for approval of such removal. Failure of an incumbent
director to be nominated to serve an additional term of office shall not
be deemed a removal from office requiring any stockholder vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the stockholders
of the Corporation must be effective at a duly called Annual Meeting or
at a special meeting of stockholders of the Corporation, unless such
action requiring or permitting stockholder approval is approved by a
majority of the Directors, in which case such action may be authorized
or taken by the written consent of the holders of outstanding shares of
Voting Stock having not less than the minimum voting power that would be
necessary to authorize or take such action at a meeting of stockholders
at which all shares entitled to vote thereon were present and voted,
provided all other requirements of applicable law these Articles have
been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by a majority of the Board
of Directors or by the Chairman of the Board or the President. Special
meeting may not be called by any other person or persons. Each special
meeting shall be held at such date and time as is requested by the
person or persons calling the meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held within or
without the State of Nevada, as the Bylaws may provide. The books of the
Corporation may be kelp (subject to any provision of the Nevada Revised
Statutes) outside the State of Nevada at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever and the
stockholders shall not be personally liable for the payment of the
corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business Combinations.
To the maximum extent permissible under the Nevada Revised
Statutes of the State of Nevada, the stockholders of the Corporation
shall be entitled to the statutory appraisal rights provided therein,
with respect to any business Combination involving the Corporation and
any stockholder (or any affiliate or associate of any stockholder),
which required the affirmative vote of the Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal, rescind,
alter or amend in any respect any provision contained in these Articles
of Incorporation in the manner now or hereafter prescribed by applicable
law and all rights conferred on stockholders herein granted subject to
this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal liability to
the Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director or officers involving any act or
omission of any such director or officer. The foregoing provision shall
not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law, (iii) under
applicable Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes
or, (v) for any transaction from which the director derived an improper
personal benefit. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director
or officer of the Corporation for acts or omissions prior to such repeal
or modification.
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Nineteenth: Name and Address of first Directors and Incorporators.
The name and address of the incorporators of the Corporation and
the first Directors of the Board of Directors of the Corporation which
shall be one (1) in number is as follows:
DIRECTOR #1
Shawn F. Hackman
3360 West Sahara Ave
Suite 200
Las Vegas, NV 89102
I, Shawn F. Hackman, being the first director and Incorporator
herein before named, for the purpose of forming a corporation pursuant
to the Nevada Revised Statutes of the State of Nevada, do make these
Articles, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true and accordingly have hereunto set
my hand this 3rd day of January, 2000.
By:
_____________________________
Verification
State Of Nevada )
)ss.
County Of Clark )
On this 3rd day of January 2000, before me, the undersigned, a
Notary Public in and for said State, personally appeared Shawn F.
Hackman personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person who subscribed his name to the
Articles of Incorporation and acknowledged to me that he executed the
same freely and voluntarily and for the use and purposes therein
mentioned.
By: _______________________________
Notary Public in and for said
County and State