ARTICLES OF INCORPORATION
OF
SPORTS INFORMATION & PUBLISHING CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Incorporator,
being a natural person of the age of eighteen years or more, and desiring to
form a body corporate under the laws of the State of Colorado, does hereby sign,
verify and deliver in duplicate to the Secretary of State of the State of
Colorado these Articles of Incorporation:
ARTICLE I. Name.
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The Name of the Corporation is SPORTS INFORMATION & PUBLISHING CORP.
ARTICLE II. Duration.
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The Corporation shall have perpetual duration.
ARTICLE III. Principal Office.
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The principal office of the Corporation in the State of Colorado shall be
located at 1869 West Littleton Boulevard, Littleton, Colorado, 80120, and
thereafter at such location as the Board of Directors may determine.
ARTICLE IV. Purposes.
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The nature of the business of the Corporation and the objects and purposes
and business thereof proposed to be transacted, promoted or carried on are to
engage in any lawful act or activity for which corporations may be organized
under the Colorado Business Corporation Act.
ARTICLE V. Capital Structure.
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Section 1. Authorized Capital.
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The total number of shares of all classes which the Corporation shall have
authority to issue is 60,000,000 of which 10,000,000 shall be preferred stock,
$.001 par value per share and 50,000,000 of which shall be common stock, $.001
par value per share, and the designations, preferences, limitations and relative
rights of the shares of each class are as follows:
Section 2. Preferred Stock.
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The Corporation, by resolution of its Board of Directors, may divide and
issue the preferred stock in series. Preferred stock of each series when issued
shall be designated to distinguish them from the shares of all other series. The
Board of Directors is hereby expressly vested with authority to divide the class
of preferred stock into series and to fix and determine the relative rights and
preferences of the shares of any such series so established to the full extent
permitted by these Articles of Incorporation and the Colorado Business
Corporation Act in respect to the following:
A. The number of shares to constitute such series, and the distinctive
designations thereof;
B. The rate and preference of dividends, if any, the time of payment
of dividends, whether dividends are cumulative and the date from which any
dividend shall accrue;
C. Whether shares may be redeemed and, if so, the redemption price and
the terms and conditions of redemption;
D. The amount payable upon shares in event of involuntary liquidation;
E. The amount payable upon shares in event of voluntary liquidation;
F. Sinking fund or other provisions, if any, for the redemption or
purchase of shares;
G. The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion;
H. Voting powers, if any; and
I. Any other relative rights and preferences of shares of such series,
including, without limitation, any restriction on an increase in the number
of shares of any series theretofore authorized and any limitation or
restriction of rights or powers to which shares of any future series shall
be subject.
Section 3. Common Stock.
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A. The rights of holders of common stock to receive dividends or share
in the distribution of assets in the event of liquidation, dissolution or
winding up of the affairs of the Corporation shall be subject to the
preferences, limitations and relative rights of the preferred stock fixed
in the resolution or resolutions which may be adopted from time to time by
the Board of Directors of the Corporation providing for the issuance of one
or more series of the preferred stock.
B. The holders of the common stock shall be entitled to one vote for
each share held by them of record at the time for determining the holders
thereof entitled to vote.
ARTICLE VI. Board of Directors.
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The business and affairs of the Corporation shall be managed by the Board
of Directors. The number of directors constituting the Board of Directors shall
be fixed in the manner provided in the Bylaws of the Corporation, subject to the
limitation that the initial Board of Directors of the Corporation shall consist
of one person. This persons shall serve as director of the Corporation until the
first annual meeting of shareholders and until his successors shall have been
elected and qualified. The name and address of the initial member of the Board
of Directors is as follows:
Michael D. Tanner
1869 West Littleton Boulevard
Littleton, Colorado 80120
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ARTICLE VII. Voting by Shareholders.
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Section 1. Cumulative Voting.
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Cumulative voting shall not be allowed in the election of directors of the
Corporation and every shareholder entitled to vote at such election shall have
the right to vote the number of shares owned by him for as many persons as there
are directors to be elected, and for whose election he has a right to vote.
Section 2. Denial of Preemptive Rights.
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No shareholder of the Corporation shall by reasons of his holding shares of
any class or series have any preemptive or preferential rights to purchase or
subscribe to any shares of any class or series of the Corporation now or
hereafter to be authorized, or any notes, debentures, bonds or other securities
convertible into or carrying options or warrants to purchase shares of any class
or series now or hereafter to be authorized, whether or not the issuance of any
such shares or notes, debentures, bonds or other securities would adversely
effect the dividend or voting rights of such shareholder, other than such
rights, if any, as the Board of Directors, in its discretion from time to time,
may grant, and at such price as the Board of Directors, in its discretion, may
fix; and the Board of Directors, if otherwise authorized by the provisions of
these Articles of Incorporation may issue shares of any class or series of the
Corporation or any notes, debentures, bonds or other securities convertible into
or carrying options or warrants to purchase shares of any class or series,
without offering any such shares of any class or series either in whole or in
part to the existing shareholders of any class or series.
ARTICLE VIII. Right of Directors to Contract with Corporation.
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Section 1. No contract or other transaction between the Corporation and one
or more of its directors or any other corporation, firm, association or entity
in which one or more of the directors of the Corporation are directors or
officers or are financially interested, shall be either void or voidable solely
because such directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes or approves such contract or transaction or
solely because their votes are counted for such purpose if:
A. The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies
the contract or transaction by a vote or consent sufficient for that
purpose without counting the votes or consents of the interested directors;
or
B. The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify
such contract or transaction by vote or written consent; or
C. The contract or transaction is fair and reasonable to the
Corporation.
Section 2. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
ARTICLE IX. Indemnification of Officers, Directors and Others.
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The Board of Directors of the Corporation shall have the power to:
Section 1. Indemnify any director, officer, employee or agent of the
Corporation to the fullest extent permitted by the Colorado Business Corporation
Act as presently existing or as hereafter amended.
Section 2. Authorize payment of expenses (including attorney's fees)
incurred in defending a civil or criminal action, suit or proceeding in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount unless it is ultimately determined that he is entitled to be
indemnified by the Corporation as authorized in this Article IX.
Section 3. Purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation or who 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
the provisions of this Article IX.
The indemnification provided by this Article IX shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
these Articles of Incorporation, and Bylaws, agreement, vote of shareholders or
disinterested directors or otherwise, and any procedure provided for by any of
the foregoing, both as to action in his official capacity and as to action in
another capacity while holding such office, 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 administrators of such a person.
ARTICLE X. Corporate Opportunity.
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The officers, directors and other members of management of this Corporation
shall be subject to the doctrine of "corporate opportunities" only insofar as it
applies to business opportunities in which this Corporation has expressed an
interest as determined from time to time by this Corporation's Board of
Directors as evidenced by resolutions appearing in the Corporation's minutes.
Once such areas of interest are delineated, all such business opportunities
within such areas of interest which come to the attention of the officers,
directors, and other members of management of this Corporation shall be
disclosed promptly to this Corporation and made available to it. The Board of
Directors may reject any business opportunity presented to it and thereafter any
officers, directors or other member of management may avail himself of such
opportunity. Until such time as this Corporation, through its Board of
Directors, has designated an area of interest, the officers, directors and other
members of management of this Corporation shall be free to engage in such areas
of interest on their own and this doctrine shall not limit the right of any
officer, director or other member of management of this Corporation to continue
a business existing prior to the time that such area of interest is designated
by the Corporation. This provision shall be construed to release any employee of
this Corporation (other than an officer, director or member of management) from
any duties which he may have to this Corporation.
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ARTICLE XI. Limitations on Director Liability.
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To the fullest extent permitted by the Colorado Business Corporation Act as
the same exists or may hereafter be amended, a director of this Corporation
shall not be liable to the Corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director, so long as such director acted in
good faith.
ARTICLE XII. Powers and Limitations.
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The powers and limitations of the Corporation shall be those set forth by
the Colorado Business Corporation Act, under which this Corporation is formed.
ARTICLE XIII. Registered Office and Registered Agent.
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The registered office of the Corporation is 7720 E. Belleview Avenue, Suite
200, Greenwood Village, Colorado 80111; the name of the registered agent of the
Corporation at such address is David J. Babiarz, Esq.
ARTICLE XIV. Incorporator.
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The name and address of the Incorporator is as follows:
David J. Babiarz, Esq.
7720 E. Belleview Avenue, Suite 200
Greenwood Village, Colorado 80111
ARTICLE XV. Rights to Amend, Alter, Change or Repeal.
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The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereinafter prescribed herein or by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of
March, 2001.
/s/ David J. Babiarz
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David J. Babiarz, Incorporator
CONSENT OF REGISTERED AGENT
The undersigned, hereby certifies that on this 1st day of March, 2001, does
consent to act as Registered Agent for Sports Information & Publishing Corp.
/s/ David J. Babiarz
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David J. Babiarz, Registered Agent
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