ARTICLES OF INCORPORATION
OF
PowerEd Corporation
We the undersigned natural persons of the age of twenty-one (21) years or
more, hereby adopt the following Articles of Incorporation for such corporation,
to-wit:
ARTICLE I
The name of the corporation is PowerEd Corporation.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purposes for which the corporation is organized are:
To perform any and all lawful services, business, and any other
activities which are lawful under the State of Texas and any other
jurisdiction in which this corporation may do business.
ARTICLE IV
The Corporation shall be authorized to issue two (2) classes of stock, as
set forth hereinbelow and Article IV of the original Articles of Incorporation
are hereby amended as follows:
"The Corporation is authorized to issue two (2) classes of shares to
be designated respectively as Common Shares and Preferred Shares. The
total number of shares which the Corporation is authorized to issue is
50,500,000 shares. One class of shares shall be designated Preferred
Shares and the number of Preferred Shares authorized is 500 000 , of
no par value of each such preferred share and the rights
accompanying the same shall be determined and set by the Board of
Directors of the Corporation. The other class of shares shall be
designated Common Shares and the number of Common Shares authorized is
50,000,000 shares, and the par value of each such share is $.01.
At any regular special meeting of the Board of Directors of the
Corporation, in which all the members of the Board must be and are in
attendance, a majority of the Board at such meeting shall have the
exclusive right to establish the consideration which the Corporation
shall receive for the issue of its shares that are without par value
or on the exercise of rights to convert other securities into, or to
purchase, shares of the Corporation that are without par value.
The board of directors shall have authority to establish series of
unissued shares if any class by fixing and determining the
designations, preferences, limitations, and relative rights, including
voting rights, of the shares of any series so established to the same
extent that such designations, preferences, limitations, and relative
rights could be stated if full set forth in the articles of
incorporation, but subject to and within the limitations set forth in
the Article IV of the Articles of Incorporation. In order to establish
a series of any class of shares, the Board of Directors shall adopt a
resolution setting forth the designation of the series, fixing and
determining the designations, preferences, limitations and relative
rights, including voting rights, thereof or so much thereof as shall
not be fixed and determined by the Articles Incorporation."
ARTICLE V
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of ONE THOUSAND DOLLARS
($1,000.00) consisting of money, labor done, or property actually received.
ARTICLE VI
The shareholders of the corporation hereby delegate to the Board of
Directors power to adopt, alter, amend, or repeal the Bylaws of the Corporation
; and the power shall be vested exclusively in the Board of Directors shall not
be exercised by the shareholders.
ARTICLE VII
Directors shall be elected by a majority vote. Cumulative voting shall not
be permitted.
ARTICLE VIII
To the extent permitted by the Texas Business Corporations Act, as amended,
each Director and officer or former Director or officer or any person who is
serving or may have served at the request of this Corporation as a Director or
officer of another corporation in which this Corporation owns shares of capital
stock or of which this Corporation is a creditor ( and their heirs, executors,
and administrators ) may be indemnified by the Corporation against reasonable
costs and expenses incurred by him in connection with any action, suit, or
proceeding to which he may be made a party by reason of his being or having been
such Director of officer, except in relation to any actions, suits, or
proceedings in which he has been adjudged liable because of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved in the
conduct of his office, or, in the event of a settlement, each Director and
officer (and his heirs, executors, and administrators) may be indemnified by
this Corporation against payments made, including reasonable costs and expenses,
provided that such indemnity shall be conditioned upon the prior determination
by a resolution of two-thirds (2/3) of those members of the Board of Directors
of the Corporation who are not involved in the action, suit, or proceeding that
the Director or officer has no liability by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in conduct
of his office, and provided further that if a majority of the members of the
Board of Directors of the Corporation are involved in the action, suit, or
proceedings, such determination shall have been made by a written opinion of
independent counsel. Amounts paid in settlement shall not exceed costs, fees,
and expenses which would have been reasonably incurred if the action, suit or
proceeding had
been litigated to a conclusion. Such a determination by the Board
of Directors, or by independent counsel, and the payments of amounts by the
Corporation on the basis thereof shall not prevent a Shareholder from
challenging such indemnification by appropriate legal proceedings on the grounds
that the person indemnified was liable to the Corporation or its security
holders by reason of willful misfeasance bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office. The
foregoing rights and indemnification shall not be exclusive of any other rights
to which the officers and Directors may be entitled according to law."
ARTICLE IX
The post office address of its principal place of business is 3700
Winterhaven, Baytown, Texas 77521
The name and address of the initial registered agent and office for service
is James D. Jeffrey, 3700 Winterhaven, Baytown, Texas 77521.
ARTICLE X
The number of directors constituting the initial Board of Directors is
three (3), and the name and address of the person who is to serve as Director
until the first annual meeting of the shareholders or until his successor is
elected and qualified is:
James D. Jeffrey
3700 Winterhaven
Baytown, Texas 77521
The name and address of the incorporator is:
James D. Jeffrey
3700 Winterhaven
Baytown, Texas 77522
IN WITNESS OF WHEREOF, I have executed these Articles of Incorporation on
this the 12th day of August, 1996
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/s/ James D. Jeffrey
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James D. Jeffrey, Incorporator
August 8,1996
Secretary of the State of Texas
Corporations Division
Austin, TX
This is to certify that I am an officer of Powering Inc., a Texas Corporation,
whose registered address is 10401 West Office Drive, Houston, TX 77042.
Mr. James D. Jeffrey is hereby authorized to register and make use of the
company name PowerEd, Corporation, etc. without restrictions.
Sincerely,
/s/ Stefan Vingsbo
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Stefan Vingsbo
Title: President
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713-461-5206
Witness:
/s/ Karen Miller
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Karen Miller
713-493-9674