EXHIBIT 3.1
ARTICLES OF INCORPORATION OF REGISTRANT
ARTICLES OF INCORPORATION
OF
IMAGINENET CORP.
The undersigned subscriber to these Articles of Incorporation, a natural
person competent to contract, hereby forms a corporation under the laws of the
State of Nevada.
ARTICLE I. NAME
The name of the corporation shall be ImagineNet Corp.: The principal
place of business of this corporation shall be 222 Lakeview Avenue, Suite
160-142, West Palm Beach, Florida 33401.
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any and all lawful activities
or business permitted under the laws of the United States, the State of Nevada
or any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 50,000,000 shares of common
stock having a par value of $.001 per share and 10,000,000 shares of preferred
stock having $.001 par value per share.
ARTICLE IV. ADDRESS
The street address of the initial registered office of the corporation
shall be 202 South Minnesota Street, Carson City, NV 89703., and the name of the
registered agent of the corporation at that address is National Registered
Agents, Inc. of Nevada.
ARTICLE V. TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE VI. DIRECTORS
The Governing Board shall be styled as Directors. The first Board of
Directors shall consist of ONE member and the name and address is as follows:
William Harvey Ragsdale 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480.
ARTICLE VII. SPECIAL AUTHORITY OF BOARD
OF DIRECTORS AND WAIVER OF DISSENTERS RIGHTS
The Board of Directors by a majority vote thereof shall be and are
hereby authorized to enter into on behalf of the corporation and to bind the
corporation without shareholder approval, any and all acts approving (a) the
terms and conditions of a merger and/or a share exchange; and (b) divisions,
combinations and/or splits of shares of any class or series of stock of the
corporation, whether issued or unissued, with or without any change in the
number of authorized shares; and shareholders affected thereby, shall not be
entitled to dissenters rights with respect thereto under any applicable
statutory dissenters rights provisions.
ARTICLE VII. ARTICLE VII.
SPECIAL AUTHORITY OF BOARD OF DIRECTORS AND WAIVER OF DISSENTERS RIGHTS
The Board of Directors by a majority vote thereof shall be and are
hereby authorized to enter into on behalf of the corporation and to bind the
corporation without shareholder approval, any and all acts approving (a) the
terms and conditions of a merger and/or a share exchange; and (b) divisions,
combinations and/or splits of shares of any class or series of Stock of the
corporation, whether issued or unissued, with or without any change in the
number of authorized shares; and shareholders affected thereby, shall not be
entitled to dissenters rights with respect thereto under any applicable
statutory dissenters rights provisions.
ARTICLE VII. EFFECTIVE DATE
The corporation shall commence its existence on February 5, 1999.
ARTICLE IX. CONFLICT OF INTEREST
Any related party contract or transaction must be authorized, approved
or ratified at a meeting of the Board of Directors by sufficient vote thereon by
directors not interested therein or the transaction must be fair and reasonable
to the Corporation.
ARTICLE X. INDEMNIFICATION
The Corporation shall indemnify its Officers, Directors, Employees and
Agents in accordance with the following:
(a) The Corporation shall 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
the Corporation, or is or was otherwise 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), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit or
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, has no reasonable cause to believe
his conduct to be unlawful. The termination of any action, suit or proceeding,
by judgment, order, settlement, conviction upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did not act
in good faith 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 reasonable cause to believe the action was unlawful.
(b) The Corporation shall indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed action
or suit by or in the right of the Corporation, to procure a judgment in its
favor by reason of the fact that he 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 expenses (including attorneys'
fees), actually and reasonably 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 interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to whether 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 indemnification for such expenses
which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the officer,
director, employee or agent is proper under the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) 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 (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for that purpose.
(e) Expenses (including attorneys' fees) 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
Section (d) of this Article, upon receipt of an understanding 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 Article.
(f) The Board of Directors may exercise the Corporation's 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 out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Amended Articles of Incorporation, the Bylaws, agreements,
vote of the 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
and personal representatives of such a person.
ARTICLE XI. SIGNATURES OF INCORPORATIONS
The name and street address of the Incorporator signing the Articles of
Incorporation is:
Corporation Creations International Inc. Subscribed and sworn to
941 Fourth Street, #200 before me this 24th November, 1998
Miami Beach, FL 33139
/s/ Geg K. Kuroda /s/ Luis Uriarte
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CORPORATE CREATIONS INTERNATIONAL, INC.
Greg K. Kuroda Vice President
ARTICLE XII. CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT OF REGISTERED AGENT
National Registered Agents, Inc. of Nevada hereby accepts appointment as
Resident Agent for the above named corporation.
/s/ Luis Uriarte Date: 11/24/98
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Luis A. Uriarte, Assistant Secretary