Filing Fee: ___________
Receipt #: ___________
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
STATE OF NEVADA FILED # C28007-2001
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OCT 17 2001
Secretary of State
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER,
SECRETARY
OF STATE
Article 1. Name
The name of the Corporation is: TEXADA VENTURES INC.
Article 2. Registered Agent
The name of the Resident Agent of the Corporation is Cane & Company, LLC. The
address of the Resident Agent of the Corporation is Suite 500, 2300 West Sahara
Avenue, Las Vegas, Nevada 89102.
Article 3. Capital Stock
The aggregate number of shares that the Corporation will have authority to issue
is Two Hundred Million (200,000,000), of which One Hundred Million (100,000,000)
shares will be common stock, with a par value of $0.001 per share, and One
Hundred Million (100,000,000) shares will be preferred stock, with a par value
of $0.001 per share.
The Board of Directors is authorized, subject to limitations prescribed in this
Article 3, to provide for the issuance of the shares of Preferred Stock in
series, and by filing a certificate pursuant to the applicable law of the State
of Nevada, to establish from time to time the number of shares to be included in
each such series, and to fix the designation, powers, preferences and rights of
the shares of each such series and the qualifications, limitations and
restrictions thereof. The authority of the Board with respect to each series
will include but not be limited to, the following:
(1) The number of shares constituting that series and the
distinctive designation of that series, which may be by distinguishing
number, letter or title;
(2) The dividend rate on the shares of that series,
whether dividends will be cumulative, and if so, from which date(s), and
the relative rights of priority, if any, of payment of dividends on
shares of that series;
(3) Whether that series will have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such voting
rights;
(4) Whether that series will have conversion privileges, and, if
so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors
determines;
(5) Whether or not the shares of that series will be redeemable,
and, if so, the terms and conditions of such redemption, including the date
or date upon or after which they are redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
(6) Whether that series will have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;
(7) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment of
shares of that series;
(8) Any other relative rights, preferences and limitations of
that series.
Article 4. Board of Directors
(a) Number of Directors. The number of the directors constituting the
entire Board will be not less than one (1) nor more than fifteen (15) as fixed
from time to time by vote of the majority of the entire Board, provided,
however, that the number of directors will not be reduced so as to shorten the
term of any director at the time in office.
(b) Vacancies. Any vacancies in the Board of Directors for any reason,
and any directorships resulting from any increase in the number of directors,
may be filled by the Board of Directors, acting by a majority of the directors
then in office, although less than a quorum, and any directors so chosen will
hold office until the next election of the class for which such directors have
been chosen and until their successors are elected and qualified.
(c) First Board of Directors. The first Board of Directors will
consist of one (1) member and his name and address is as follows:
Name of Director: MARC BRANSON
Address of Director: 3285 Fromme Road
North Vancouver, British Columbia V7K 2E1
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Article 5. Purpose
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under NRS 78.
Article 6. Combinations with Interest Stockholders
The Corporation elects not to be governed by NRS 78.411 to 78.444,
inclusive.
Article 7. Liability
To the fullest extent permitted by the General Corporation Law of the State
of Nevada as the same now exists or may hereafter be amended in a manner more
favorable to directors, a director of the Corporation will not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any amendment or repeal of this Article 7 will
not adversely affect any right or protection of a director of the Corporation
existing immediately prior to such amendment or repeal.
Article 8. Indemnification
(a) Right to Indemnification. The Corporation will indemnify to the
fullest extent permitted by law any person (the "Indemnitee") made or threatened
to be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (whether or not by or
in the right of the Corporation) by reason of the fact that he or she is or was
a director of the Corporation or is or was serving as a director, officer,
employee or agent of another entity at the request of the Corporation or any
predecessor of the Corporation against judgments, fines, penalties, excise
taxes, amounts paid in settlement and costs, charges and expenses (including
attorneys' fees and disbursements) that he or she incurs in connection with such
action or proceeding.
(b) Inurement. The right to indemnification will inure whether or not
the claim asserted is based on matters that predate the adoption of this Article
8, will continue as to an Indemnitee who has ceased to hold the position by
virtue of which he or she was entitled to indemnification, and will inure to the
benefit of his or her heirs and personal representatives.
(c) Non-exclusivity of Rights. The right to indemnification and to the
advancement of expenses conferred by this Article 8 are not exclusive of any
other rights that an Indemnitee may have or acquire under any statute, bylaw,
agreement, vote of stockholders or disinterested directors, this Certificate of
Incorporation or otherwise.
(d) Other Sources. The Corporation's obligation, if any, to indemnify
or to advance expenses to any Indemnitee who was or is serving at its request as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or other entity will be
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reduced by any amount such Indemnitee may collect as indemnification or
advancement of expenses from such other entity.
(e) Advancement of Expenses. The Corporation will, from time to time,
reimburse or advance to any Indemnitee the funds necessary for payment of
expenses, including attorneys' fees and disbursements, incurred in connection
with defending any proceeding for which he or she is indemnified by the
Corporation, in advance of the final disposition of such proceeding; provided
that, if then required by the NRS 78, the expenses incurred by or on behalf of
an Indemnitee may be paid in advance of the final disposition of a proceeding
only upon receipt by the Corporation of an undertaking by or on behalf of such
director or officer to repay any such amount so advanced if it is ultimately
determined by a final and unappealable judicial decision that the Indemnitee is
not entitled to be indemnified for such expenses.
(f) Right of Indemnitee to Enforce the Right to Indemnification or
Advancement. If a claim under this Article 8 is not paid in full by the
Corporation within sixty days after a written claim has been received by the
Corporation (except with respect to a claim for advancement of expenses, when
the applicable period is twenty days), an Indemnitee may at any time thereafter
file suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in such a suit, the Indemnitee will be entitled
to be paid also the expense of prosecuting or defending such suit. In any suit
under this Article 8 for indemnification or advancement of expenses the burden
of proving that the Indemnitee is not entitled to indemnification or advancement
is on the Corporation. In any suit brought to enforce a right to
indemnification (but not a right to advancement) hereunder, it will be a defense
that the Indemnitee has not met the applicable standard of conduct required by
NRS 78. It will not be a defense to such an action that, prior to the
commencement of such action, the Corporation (including directors, independent
legal counsel or stockholders) determined, or failed to determine, that such
indemnification or advancement is proper under the circumstances.
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(g) Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any potential Indemnitee under this Article 8 against any
loss, whether or not the Corporation would have the power to indemnify such
person against such loss under NRS 78.
SIGNATURES OF INCORPORATORS
The names and address of each of the incorporator(s) signing the Articles of
Incorporation:
Signature of Incorporator: /s/ Michael Cane
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Name of Incorporator: MICHAEL A. CANE
Address of Incorporator: 2300 West Sahara Avenue,
Suite 500, Box 18
Las Vegas, NV 89102
This instrument was acknowledged before me on the 17th day of October, 2001 by
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Michael A. Cane as incorporator of TEXADA VENTURES INC.
Notary Public - State of Nevada
County of Clark
CYNTHIA J. REED
My Appointment Expires
No: 01-68155-1 April 12, 2005
Signature of Notary Public: /s/ Cynthia J Reed
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Name of Notary Public: CYNTHIA J. REED
CERTIFICATE OF ACCEPTANCE BY APPOINTMENT OF RESIDENT AGENT
I, Michael A. Cane, on behalf of Cane & Company LLC, hereby accept
Appointment as Resident Agent for the above named corporation.
Signature of Resident Agent: /s/ Michael Cane
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Date: 10-17-01
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STATE OF NEVADA
SECRETARY OF STATE
I hereby certify that this is a true and complete
copy of the document so filed in this office
OCT 18, 2001
/s/ Dean Heller
DEAN HELLER
By: /s/ Angela Clark
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