ARTICLES OF INCORPORATION
OF
M-GAB DEVELOPMENT CORPORATION
The undersigned, desiring to form a corporation (the "Corporation") under
the laws of Florida, hereby adopts the following Articles of Incorporation:
ARTICLE I
CORPORATE NAME
The name of the Corporation is M-GAB Development Corporation.
ARTICLE II
PURPOSE
The Corporation shall be organized for any and all purposes authorized
under the laws of the State of Florida.
ARTICLE III
PERIOD OF EXISTENCE
The period during which this Corporation shall continue is perpetual.
ARTICLE IV
SHARES
This Corporation is authorized to issue two classes of shares of stock to
be designated as "Common Stock" and "Preferred Stock". The total number of
shares of Common Stock which this Corporation is authorized to issue is One
Hundred Million (100,000,000) shares, par value $0.001. The total number of
shares of Preferred Stock which this Corporation is authorized to issue is Five
Million (5,000,000) shares, par value $0.001.
The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of the Corporation (the "Board of
Directors") is expressly authorized to provide for the issue of all or any of
the shares of the Preferred Stock in one or more series, and to fix the number
of shares and to determine or alter for each such series, such voting powers,
full or limited, or no voting powers, and such designations, preferences, and
relative, participating, optional, or other rights and such qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such shares (a "Preferred Stock Designation") and as may be permitted
by the laws of the State of Florida. The Board of Directors is also expressly
authorized to increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of any series subsequent to the
issue of shares of that series. In case the number of shares of any such series
shall be so decreased, the shares constituting such decrease shall resume the
status that they had prior to the adoption of the resolution originally fixing
the number of shares of such series.
ARTICLE V
PLACE OF BUSINESS
The initial address of the principal place of business of this Corporation
shall be 22342 Avenida Empresa, Suite 230, Rancho Santa Margarita, California
92688. The Board of Directors may at any time and from time to time move the
principal office of this corporation.
ARTICLE VI
DIRECTORS AND OFFICERS
The business of this Corporation shall be managed by its Board of
Directors. The number of such directors shall not be less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the Bylaws. The Board of Directors shall be elected at such
time and in such manner as provided in the Bylaws.
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
No shareholder shall have any right to acquire shares or other securities
of the Corporation except to the extent such right may be granted by an
amendment to these Articles of Incorporation or by a resolution of the Board of
Directors.
ARTICLE VIII
AMENDMENT OF BYLAWS
Anything in these Articles of Incorporation, the Bylaws, or the Florida
Corporation Act notwithstanding, bylaws shall not be adopted, modified, amended
or repealed by the shareholders of the Corporation except upon the affirmative
vote of a simple majority vote of the holders of all the issued and outstanding
shares of the Corporation entitled to vote thereon.
ARTICLE IX
SHAREHOLDERS
9.1 Inspection of Books. The Board of Directors shall make reasonable
rules to determine at what times and places and under what conditions the books
of the Corporation shall be open to inspection by shareholders or a duly
appointed representative of a shareholder.
9.2 Control Share Acquisition. The provisions relating to any control
share acquisition as contained in Florida Statutes now, or hereinafter amended,
and any successor provision shall not apply to the Corporation.
9.3 Quorum. The holders of shares entitled to one-third of the votes
at a meeting of shareholder's shall constitute a quorum.
9.4 Required Vote. Acts of shareholders shall require the approval of
holders of 50.01% of the outstanding votes of shareholders.
ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its Bylaws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this Corporation against any contingency or peril as
may be determined to be in the best interests of this Corporation, and in
conjunction therewith, to procure, at this Corporation's expense, policies of
insurance.
ARTICLE XI
INCORPORATOR
The name and address of the person signing these Articles of Incorporation
as incorporator is:
Brian A. Lebrecht, Esq.
The Lebrecht Group, APLC
22342 Avenida Empresa, Suite 230
Rancho Santa Margarita, CA 92688
ARTICLE XII
CONTRACTS
No contract or other transaction between this corporation and any person,
firm or corporation shall be affected by the fact that any officer or director
of this Corporation is such other party or is, or at some time in the future
becomes, an officer, director, or partner of such other contracting party, or
has now or hereafter a direct or indirect interest in such contract.
ARTICLE XIII
RESIDENT AGENT
The name and address of the initial resident agent of this Corporation is:
Paracorp Incorporated
236 East 6th Avenue
Tallahassee, FL 32303
IN WITNESS WHEREOF, I have hereunto subscribed to and executed these
Articles of Incorporation on this March 22, 2001.
/s/ Brian A. Lebrecht
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Brian A. Lebrecht, Esq., Incorporator