<U>EXHIBIT 3.1 ARTICLES OF INCORPORATION OF T2 LOGIC, INC.</U>
Articles of Incorporation of T2 Logic Corporation
First. The name of the corporation is: T2 Logic Corporation
Second. Its registered office in the State of Nevada is located at 1905 South
Eastern Ave., Las Vegas Nevada, 89104, that this Corporation may maintain an
office, or offices, in such other place within or without the State of Nevada
as may be from time to time designed by the Board of Directors, or by the
By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and stockholders, outside the state of Nevada as well as
within the state of Nevada.
Third. The objects for which this Corporation is formed are: To engage in
any lawful activity, including, but not limited to the following:
Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law. May at any time exercise such rights,
privileges and powers, when not inconsistent with the purposes and objects for
which this corporation is organized.
Shall have power to have succession by its corporate name for the period
limited in its certificate or articles of incorporation, and when no period is
limited, perpetually, or until dissolved and its affairs wound up according to
law.
Shall have the power to effect litigation in its own behalf and interest in
any court of law.
Shall have power to make contracts.
Shall have power to hold, purchase and convey real and personal estate and
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.
Shall have power to appoint such officers and agents as the affairs of the
corporation shall require, and to allow them suitable compensation.
Shall have power to make By-Laws 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 its stockholders.
Shall have power to dissolve itself.
Shall have power to adopt and use a common seal or stamp, and 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 nonuse shall not in any way affect the legality or the document.
Shall have 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, of for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills or exchange, debentures,
and other obligations and evidences 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 any other
lawful object.
Shall have 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 evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, it any.
Shall have 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.
Shall have power 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 foreign countries.
Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate 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 objects of the
corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation,
or any amendment thereof.
Shall have power to make donations for the public welfare or for charitable
scientific or educational purposes.
Shall have power to enter into partnerships, general or limited, or joint
ventures in connection with any lawful activities.
Fourth. The aggregate number of shares the corporation shall have authority to
issue shall be TWENTY FIVE MILLION (25,000,000) shares of common stock, par
value one mil ($.001) per share, each share of common stock having equal rights
and preferences, voting privileges and preferences.
Fifth. The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the By-Laws of this Corporation, providing
that the number of directors shall not be reduced to fewer than one (1).
The name and post office address of the first Board of Directors shall be one
(1) in number and listed as follows:
NAME ADDRESS
Tai Tran 5162 Doanoke Ave.
Irvine, CA 92714
Sixth. The capital stock, after the amount of the subscription price, or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.
Seventh. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
NAME ADDRESS
Tai Tran 5162 Doanoke Ave.
Irvine, CA 92714
Eighth. The resident agent for this corporation shall be:
Rite Inc.
The address of said agent, and the registered or statutory address of this
corporation in the state of Nevada shall be:
1905 South Eastern Ave.
Las Vegas, Nevada, 89104
Ninth. The Corporation is to have perpetual existence.
Tenth. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
Subject to the By-Laws, id any, adopted by the Stockholders, to make, alter
of amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors
of the Corporation, which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
Such committee, or committees shall have such name, or names as may by stated
in the By-Laws of the Corporation, or as mat be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Shareholders holding
stock entitling them to exercise at least a majority of the voting power given
at a Stockholders meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock
issued and outstanding, the Board of Directors shall have the power and the
authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its corporate
franchises, upon such terms and conditions as its Board of Directors deems
expedient and for the best interest of the Corporation.
Eleventh. No shareholder shall be entitled as matter of right to subscribe for
or receive additional shares of any class of stock of the corporation, whether
now or hereafter authorized, or any bonds, debentures or securities convertible
into stock, but such additional shares of stock or other securities convertible
into stock may be issued or disposed of the Board of Directors to such person
and on such terms as in its discretion it shall deem advisable.
Twelfth. No director or officer of the Corporation shall be personally liable
to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided however, that the foregoing provision shall
not eliminate or limit the liability or a director or officer
(i) for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of the law, or
(ii) the payment of dividends in violation of Section 78.300 of the Nevada
revised Statutes. 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 of omission prior to such repeal or
modification.
Thirteenth. This Corporation reserves the right to amend, alter, change, or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statue, or by the Articles of Incorporation, and
all rights conferred upon Stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purposes
of forming a Corporation pursuant to the General Corporation Law of the State
of Nevada, do make and file these Articles in Incorporation, hereby declaring
and certifying that the facts herein stated are true, and accordingly have
hereunto set my hand this 22 day of March, 1996.
Signed: /S/TAI TRAN