Exhibit 3.1 Articles of Incorporation
ARTICLES OF INCORPORATION
of
MAGIC LANTERN GROUP, INC.
The undersigned, being of the age of majority, file Articles of
Incorporation to conduct business in corporate form according to
Chapter 78 (Private Corporation Act) of the statutes and the law
of the State of Nevada.
1.0 NAME
The name of the corporation is MAGIC LANTERN GROUP, INC.
2.0 DURATION
The period of duration of the Corporation is perpetual.
3.0 PURPOSES AND POWERS
3.1 PURPOSES
The purposes for which the Corporation is organized are
as follows:
3.1.1 To do everything necessary, proper, advisable, or
convenient for the accomplishment of the foregoing purposes, and
to do all things incidental to them or connected with them that
are not forbidden by the Nevada Private Corporation Act
(hereinafter "Act"), by other law, or by these Articles.
3.1.2 To carry on any other activities and business lawful in
Nevada or the United States of America.
3.2 POWERS
The Corporation, subject to any specific written
limitations or restrictions imposed by the Act or by these
Articles of Incorporation, shall have the right to and may
exercise the following powers:
3.2.1 To have and exercise all powers specified in the
Private Corporation Act of Nevada;
3.2.2 To enter into lawful arrangement for sharing profits,
deferring compensation, making and entering into pension plans
and the like for it's employees; to enter into reciprocal
associations, joint ventures, partnerships, cooperative
associations, limited liability companies and other similar
activities;
3.2.3 To make any guaranty respecting stocks, dividends,
securities, indebtedness, interest, contracts, or other
obligations created by any domestic or foreign corporations,
associations, partnerships, individuals, or other entities;
3.2.4 Each of the foregoing clauses of this Section shall be
construed as independent powers and the matters expressed in each
clause shall not, unless otherwise expressly provided, be limited
by reference to, or inference from, the terms of any other
clause. The enumeration of specific powers shall not be construed
as limiting or restricting in any manner either the meaning of
general terms used in any of these clauses, or the scope of the
general powers of the Corporation created by them nor shall the
expression of one thing in any of these clauses be deemed to
exclude another not expressed, although it be of like nature.
3.2.5 The corporation shall not engage in the trust, banking,
insurance or railroad business.
3.3 CARRYING OUT OF PURPOSES AND EXERCISE OF POWERS IN ANY
JURISDICTION
The Corporation may carry out its purposes and exercise
it's powers in any state territory, district, or possession
of the United States, or in any foreign country, to the
extent that these purposes and powers are not forbidden by
the law of the state, territory, district, or possession of
the United States, or by the foreign country; and it may
limit the purpose or purposes that it proposes to carry out
or the powers it proposes to exercise in any application to
do business in any state, territory, district, or possession
of the United States or foreign country.
3.4 DIRECTION OF PURPOSES AND EXERCISE OF POWERS BY DIRECTORS
The Directors, subject to any specific written
limitations or restrictions imposed by the Act or by these
Articles of Incorporation, shall direct the carrying out of
the purposes and exercise the powers of the Corporation
without previous authorization or subsequent approval by the
shareholders of the Corporation.
4.0 SHARES
4.1 NUMBER
The aggregate number of the shares that the Corporation
shall have authority to issue shall be 50,000,000 shares of
common stock, each share having a par value of 1 mil. All
shares shall be common, voting, and non-assessable.
4.2 DIVIDENDS
The holders of the Capital Stock shall be entitled to
receive, when and as declared by the Board of Directors,
solely out of unreserved and unrestricted earned surplus,
dividends payable either in cash, in property, or in shares
of the Capital Stock.
No dividends shall be paid if the source out of which
it is proposed to pay the dividend is due to or arises from
unrealized appreciation in value or from a revaluation of
assets; or if the corporation is incapable of paying its
debts as they become due in the usual course of business.
4.3 CUMULATIVE VOTING; PRE-EMPTIVE RIGHTS
There shall be no cumulative voting for Directors. Pre-
emptive rights shall not be granted.
5.0 MINIMUM CAPITAL
The Corporation will not commence business until consideration of
the value of at least $1,000 has been received.
6.0 REGULATION OF INTERNAL AFFAIRS
6.1. BYLAWS
The initial Bylaws shall be adopted by the Board of
Directors. The power to alter, amend, or repeal the Bylaws
or to adopt new Bylaws shall be vested in the Board of
Directors. The Bylaws may contain provisions for the
regulation and management of the affairs of the Corporation
not inconsistent with the Act or these Articles.
6.2. TRANSACTIONS IN WHICH DIRECTORS HAVE AN INTEREST
Any contract or other transaction between the
Corporation and one or more of its Directors or between the
Corporation and any firm of which one or more of its
Directors are members or employees, or in which they are
interested, or between the Corporation and any corporation
or association of which one or more of its Directors are
shareholders, members, directors, officers, or employees or
in which they are interested, shall be valid for all
purposes, notwithstanding the presence of the Director or
Directors at the meeting of the Board of Directors of the
Corporation that acts upon, or in reference to, the contract
or transaction, and notwithstanding his or their
participation in he action, if the fact of such interest
shall be disclosed or known to the Board of Directors and
the Board of Directors shall, nevertheless, authorize or
ratify the contract or transaction, the interested Director
or Directors to be counted in determining whether a quorum
is present and to be entitled to vote on such authorization
or ratification. The section shall not be construed to
invalidate any contract or other transaction that would
otherwise be valid under common and statutory law applicable
to it.
6.3. INDEMNIFICATION AND RELATED MATTERS
6.3.1. The Corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expense (
including attorneys fees), judgment, fines and amounts paid in
settlement actually and reasonable incurred by him in connection
with such action, suit of proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contenders or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interest of the Corporation and, with respect
to any criminal action or proceeding, had actual knowledge that
his or her conduct was unlawful.
6.3.2. The Corporation shall have power to indemnify any
person who was or is a party of is threatened to be made a party
to any threatened or completed action or suit by or in the right
of the Corporation to procure a judgment in it's favor by reason
of the fact that he is or was a director, officer, employee or
agent of the Corporation, 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 expenses (including attorneys fees) actually
and reasonable incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interest of the Corporation except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expense the court shall deem
proper.
6.3.3. To the extent that a Director, officer, employee or
agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in (a) and (b) or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by him in
connection therewith.
6.3.4. Any indemnification under (a) and (b) (unless ordered
by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination by the Corporation that
indemnification of the Director, officer, employee or agent is
proper in the circumstances because he has met the applicable
standard of conduct set forth in (a) and (b). Such determination
shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable, if a quorum of disinterested
Directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.
6.3.5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in (d) upon
receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the Corporation as authorized in this section.
6.3.6. The indemnification provided by this section shall not
be deemed exclusive of any other rights to which those identified
may be entitled under any Bylaw, agreement, vote of shareholders
or disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a Director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, and personal
representatives of such person.
6.3.7. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
Director, Officer, employee or agent of the Corporation, or 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 and incurred by him in any such capacity or
arising our of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of this section.
6.3.8. A Director shall not be personally liable for breach of
fiduciary duty when acting either as a Director or Officer except
for acts involving intentional misconduct, fraud, a knowing
violation of the law or the payment of illegal dividends. NRS
78.037. NRS 78.300
6.4. REMOVAL OF DIRECTORS
Removal shall be governed by the Bylaw provisions and
the Act.
6.5. AMENDMENT OF ARTICLES
The Corporation reserves the right to amend the
Articles of Incorporation in any manner now or hereafter
permitted by the Act.
7.0 RESIDENT AGENT: ADDRESS OF CORPORATION
7.1. The "registered office" of the corporation shall be 1700 E.
Desert Inn Road, Suite 113, Las Vegas, Nevada 89109.
7.2. The initial Resident agent shall be Robert C. Bovard, 1700
East Desert Inn Rd. Suite 113, Las Vegas, Nevada 89109.
8.0 IDENTITY OF DIRECTOR(S)
The initial Board of Directors (the Directors
shall be styled as Directors and not as Trustees) shall be three
in number but may be increased or decreased at the formation and
organization meeting or by authority of Bylaws. Members of the
Board of Directors need not be residents of Nevada. The names and
addresses of the person(s) to serve as Director(s) until the
formation meeting or first annual meeting and until their
successor(s) shall have been elected and qualified or until the
number of members of the Board of Directors is expanded is:
Robert C. Bovard
1700 East Desert Inn Road
Suite 113
Las Vegas, Nevada 89109
The number of Directors may be changed from time
to time by amendment of the Bylaws but no decrease shall have the
effect of reducing such number below one or of shortening the
term of any incumbent Director. Anything to the contrary
notwithstanding, however, the number shall not be less than two
if there are only two if there are only two shareholders of
record or one if there is only one shareholder of record. The
Board, if there are more than two shareholders, shall consist of
not less than three nor more than seven members.
9.0 ORIGINAL INCORPORATORS
The name, address and identity of the original
Incorporator is:
Robert C. Bovard
1700 East Desert Inn Road
Suite 113
Las Vegas, Nevada 89109
DATED this 22nd day of August, 1995
/s/ Robert C. Bovard
ROBERT C. BOVARD