EXHIBIT 3.1
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DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Articles of Incorporation
(PURSUANT TO NRS 78)
Entity # E0844442005-1 Document Number: 20050611552-47
Date Filed: 12/13/2005 10:49:45 AM
In the office of
/s/ Dean Heller
Secretary of State
1. Name of Corporation: PTM PUBLICATIONS INCORPORATED
2. Resident Agent Name and Street Address: RESIDENT AGENTS OF NEVADA, INC.
R/A#83364, 711 S. CARSON STREET, STE.#4, CARSON CITY, NEVADA, 89701
3. Shares: 50,000,000 shares with a par value of $0.001
4. Names and Addresses of Board of Directors: Dwight Alan Teegardin, 711 S.
Carson Street, Suite 4, Carson City, NV. 89701
5. Purpose: ANY LEGAL PURPOSE
6. Name, Address and Signature of Incorporator: SANDRA L. MILLER, 711 S.
CARSON STREET, CARSON CITY, NEVADA, 89701
7. Certificate of Acceptance of Appointment of Resident Agent:
I hereby accept appointment as Resident Agent for the above-named corporation.
/s/ SANDRA L. MILLER
December 13, 2005
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ARTICLES OF INCORPORATION
of
PTM PUBLICATIONS INCORPORATED
A Nevada Corporation
I, the undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under and pursuant to Chapter 78 of the
Nevada Revised Statutes, the general corporation laws of the State of Nevada,
do make and file these Articles of Incorporation declaring and certifying that
the facts herein stated are true:
ARTICLE I
NAME
The name of the corporation is PTM Publications Incorporated.
ARTICLE II
PRINCIPLE OFFICE
Section 2.01 Resident Agent. The name and address of its resident agent for
service process is Resident Agents of Nevada, Inc 711 S. Carson, Ste 4,
Carson City, Nevada 89701.
Section 2.02 Other Offices. The corporation may also maintain offices for
the transaction of any business at such other places within or without the
State of Nevada as it may from time to time determine. Corporate business of
every kind and nature maybe conducted, and meetings of directors and
stockholders held outside the State of Nevada with the same effect as if in
the State of Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class. The amount of the total authorized capital
stock of this corporation is Fifty Million (50,000,000) shares with a
par value of $.001 designated as Common Stock. The Common Stock may be issued
from time to time without action by the stockholders. The Common Stock may be
issued for such consideration as may be fixed from time to time by the Board
of Directors.
The Board of Directors may issue such shares of Common Stock in one or more
eries, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.
Section 4.02 No Preemptive Rights. Holders of the Common Stock of the
corporation shall not have any preference, preemptive rights, or right of
subscription to acquire any shares of the corporation authorized, issued or
sold, or to be authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and convertible into
shares of the corporation , nor to any right of subscription thereto, other
than the extent, if any, the Board of Directors in its discretion, may
determine from time to time.
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Section 4.03 Assessment of Shares. The Common Stock of the corporation, after
the amount of the subscription price has been paid, in money, property or
services, as the directors of the corporation shall determine, shall not be
subject to assessment to pay the debts of the corporation, nor for any other
purpose, and no stock issued as fully paid shall ever be assessable or
assessed, and the Articles of Incorporation shall not be amended in this
particular.
ARTICLE V
DIRECTORS
Section 5.01 Governing Board. The members of the Board of Directors of the
corporations shall be styled directors.
Section 5.02 Initial Board of Directors. The Board of Directors shall
consist of at least one (1) but no more than five (5) members. The name(s)
and address(es) of the initial members of the Board of Directors are as
follows:
NAME ADDRESS
Dwight Alan Teegardin of 711 S. Carson, Suite 4, Carson City, Nevada 89701
These individuals shall serve as directors of the corporation until the
first annual meeting of the stockholders or until their successors shall
have been elected and qualified.
Section 5.03 Change in the Number of Directors. The number of directors may
be increased or decreased by duly adopted amendments to the By-laws of the
corporation.
ARTICLE VI
INCORPORATORS
The name and address of the sole incorporator is Sandra L. Miller 711 S.
Carson S, Ste 4 Carson City, Nevada 89701.
ARTICLE VII
PERIOD OF DURATION
This corporation is to have A PERPETUAL existence.
ARTICLE VIII
DIRECTORS AND OFFICERS' LIABILITY
A director or officer of the corporation shall not be personally liable to
this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for i) acts of fraud or a knowing
violation of th e law, or ii) the unlawful payment of dividends. 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 and
omissions prior to such repeal or modification.
ARTICLE IX
INDEMNITY
Every person who was or is party to, or is threatened to be made a party to,
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person
of whom he is the legal representative, is or was a director or officer of
the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified
and held harmless to the fullest extent legally permissible under the laws of
the State of Nevada from time to time against all expenses, liability and
loss (including attorneys? fees, judgments, fines and amounts paid or to be
paid in settlement) reasonably incurred or suffered by him in connections
therewith. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. The expenses of officers
and directors incurred in defending a civil or criminal action, suit or
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proceeding must be paid by the corporation as they are incurred and in advance
adopt By-laws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted by the laws of the State
of Nevada, and may cause the corporation to purchase and maintain insurance
on behalf of any person who is or was a director or officer of the corporation
or is or was serving at the request of the corporation as a director or
officer of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprises, against any liability asserted
against such person and incurred in any such capacity or arising out of such
status, whether or not the corporation would have the power to indemnify such
person.
The indemnification provided in this Article 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 person.
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.03, hereof, which c
annot be amended, this corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation or its
By-laws, in the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said By-laws, and all rights conferred upon the
stockholders are granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
In furtherance, and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
(1) Subject to the By-laws, if any, adopted by the stockholders, to make,
alter or repeal the By-laws of the corporation;
(2) To authorize and cause to be executed mortgages and liens, with or
without limit as to amount, upon the real and personal property of the
corporation;
(3) To authorize the guarantee by the corporation of securities, evidences
of indebtedness and obligations of other persons, corporations and business
entities;
(4) To set apart out of any funds of the corporation available for dividends
a reserve or reserves for any proper purpose and to abolish any such reserve;
and
(5) By resolution adopted by a majority of the whole Board of Directors, to
designate one 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 Board of Directors in the management of
the business and affairs of the corporation, any may authorize the seal of
the corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated in
the By-laws of the corporation or as maybe determined from time to time by
resolution adopted by the Board of Directors.
All corporate powers of the corporation shall be exercised by the Board of
Directors, except as otherwise provided herein or by law.
IN WITNESS WHEREOF, I have hereto set my hand this 13th day of
December, 2005, hereby declaring and certifying that the facts stated
herein above are true.
/s/ SANDRA L. MILLER
By: Sandra L. Miller, Sole Incorporator
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ACKNOWLEDGMENT
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STATE OF NEVADA )
) ss:
CITY OF CARSON )
On this 13th day of December, 2005, Sandra L. Miller personally appeared before
me,a Notary Public, and acknowledged to me that she executed the foregoing
instrument for the purposes therein set forth.
/s/ Diane E. Kalinowski, Notary Public
State of Nevada
Appointment No. 99-58966-5
My appt. espires Oct 24, 2007
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
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IN THE MATTER OF: PTM PUBLICAITONS, INC.
Resident Agents of Nevada, Inc., Resident Agent #83364, with address at
711 S. Carson, Suite 4, Carson City, Nevada 89701, hereby accepts the
appointment as Resident Agent of the above-entitled corporation in
accordance with NRS 78.090.
Furthermore, that the mailing address for the above registerest office is as
set forth above.
IN WITNESS WHEREOF, I hereunto set my hand this 13th day of December, 2005.
By: /s/ Sandra L. Miller
Resident Agents of Nevada, Inc.
Resident Agent #83364
Resident Agents
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