ARTICLES OF INCORPORATION
OF
EMC ENERGIES, INC.
The undersigned, a natural person being more than eighteen years of age,
acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the State of Nevada, does hereby adopt the following
Articles of Incorporation for such corporation:
Article I
Name
The name of the corporation is EMC Energies, Inc..
Article II
Duration
The duration of the corporation is perpetual.
Article III
Purposes
The purposes for which this corporation is organized are:
Section 1. To engage in any lawful business or activity which may be
conducted under the laws of the State of Nevada or any other state or nation
wherein this corporation shall be authorized to transact business.
Section 2. To purchase or otherwise acquire, own, mortgage, sell,
manufacture, assign and transfer or otherwise dispose of, invest, trade, deal in
and with real and personal property, of every kind, class and description.
Section 3. To issue promissory notes, bonds, debentures and other
evidences of indebtedness in the furtherance of any of the stated purposes of
the corporation.
Section 4. To enter into or exercise contracts of any kind and character,
sealed or unsealed, with individuals, firms, associations, corporations
(private, public or municipal), political subdivisions of the United States or
with the Government of the United States.
Section 5. To acquire and develop any interest in patents, trademarks and
copyrights connected with the business of the corporation.
Section 6. To borrow money, without limitation, and give a lien on any of
its property as security for any borrowing.
Section 7. To acquire by purchase, exchange or otherwise, all or any part
of, or any interest in, the properties, assets, business and good will of any
one or more persons, firms, associations or corporations either within or out of
the State of Nevada heretofore or hereafter engaged in any business for which a
corporation may now or hereafter be organized under the laws of the State of
Nevada; pay for the same in cash, property or the corporation's own securities;
hold, operate, reorganize, liquidate, sell or in any manner dispose of the whole
or any part thereof; and in connection therewith, assume or guaranty performance
of any liabilities, obligations or contracts of such persons, firms,
associations or corporations and to conduct the whole or any part of any
business thus acquired.
Section 8. To purchase, receive, take, acquire or otherwise acquire, own
and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of,
pledge, use, cancel and otherwise deal in and with the corporation's shares and
its other securities from time to time to the extent, in the manner and upon
terms determined by the Board of Directors; provided that the corporation shall
not use its funds or property for the purchase of its own shares of capital
stock when its capital is impaired or when the purchase would cause any
impairment of the corporation's capital, except to the extent permitted by law.
Section 9. To reorganize, as an incorporator, or cause to be organized
under the laws of any state of the United States of America, or of any
commonwealth, territory, agency or instrumentality of the United States of
America, or of any foreign country, a corporation or corporations for the
purpose of conducting and promoting any business or purpose for which
corporations may be organized, and to dissolve, wind up, liquidate, merge or
consolidate any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.
Section 10. To do each and every thing necessary, suitable or proper for
the accomplishment of any of the purposes or the attainment of any of the
objects herein enumerated, or which shall at any time appear conductive to or
expedient for the protection or benefit of the corporation.
Article IV
Capitalization
Section 1. The authorized capital of this corporation shall consist of the
following stock: Ten million (10,000,000) common shares, par value $.001 per
share. Each common share shall have equal rights as to voting and in the event
of dissolution and liquidation. There shall be no commutative voting by
shareholders.
Section 2. The shareholders shall have no preemptive rights to acquire any
shares of this corporation.
Section 3. The common and preferred stock of the corporation, after the
amount of the subscription price has been paid in, shall not be subject to
assessment to pay the debts of the corporation.
Article V
Principal Office
The address of the registered office and registered agent of the
corporation is Gateway Enterprises, 3230 E. Flamingo Road, Suite 156, Las Vegas,
Nevada, zip code 89121, Clark county. The corporation may maintain such other
office, either within or out of the State of Nevada, as the Board of Directors
may from time to time determine or the business of the corporation may require.
Article VI
Directors
The corporation shall be governed by a Board of Directors. There shall be
one (1) or more directors as to serve, from time to time, as elected by the
Shareholders, or by the Board of Directors in the case of a vacancy. The
original Board of Directors shall be comprised of one (1) person and the name
and address of the person who is to serve as director until the first annual
meeting of shareholders and until successors are elected is:
Jennifer Ngo
4685 S Highland Dr., Ste 202
Salt Lake City, UT 84117
Article VII
Indemnification
As the Board of Directors may from time to time provide in the By-laws or
by resolution, the corporation may indemnify its officers, directors, agents and
other persons to the full extent permitted by the laws of the State of Nevada.
Article VIII
Incorporator
The name and address of the incorporator is:
Jennifer Ngo
4685 S Highland Dr., Ste 202
Salt Lake City, UT 84117
Article IX
Controlling Interest
The provisions of NRS 78.378 to 78.3793 inclusive shall not be applied to
any acquisition of a controlling interest in the corporation.
Dated this 27th day of January, 2000.
______/s/_________________
Jennifer Ngo
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
In the matter of EMC Energies, Inc., Gateway Enterprises,
with the address at 3230 E. Flamingo Road, Suite 156, Las Vegas, Nevada
89121, Clark county, hereby accepts the appointment as Resident Agent of the
above entitled corporation in accordance with NRS 78.090.
FURTHERMORE, the mailing address for the above registered office is
the same as the above address.
In witness whereof, the duly authorized officer has hereunto set his hand
this 27h day of January, 2000.
Gateway Enterprises
Resident Agent
By: _______/s/_________________
______________________________________________________________
NRS 78.090 Except during any period of vacancy described in NRS 78.097,
every corporation must have a resident agent, who may be either a natural person
or a corporation, resident or located in the state. Every resident agent must
have a street address, where he maintains an office for the service of process,
and may have a separate mailing address such as a post office box, which may be
different from the street address. The address of the resident agent may be any
bank or banking corporation, or other corporation, located and doing business in
this state. This certificate of acceptance must be filed at the time of the
initial filing of the corporate papers.