ANNEX A
ARTICLES OF INCORPORATION
OF
SECURED DIVERSIFIED INVESTMENT, LTD
THE UNDERSIGNED, having associated ourselves together for the purpose
of forming a corporation for the transaction of business and the promotion
and conduct of the objects and purposes hereinafter stated, under the
provisions of and subject to the requirements of the laws of the State of
Nevada, do make, record and file these Articles of Incorporation, in
writing, and we do hereby certify:
ARTICLE I
NAME
The name of this Corporation shall be: Secured Diversified
Investment, Ltd.
ARTICLE II
PURPOSE
The purpose for which said Corporation is formed and the nature of the
objects proposed to be transacted and carried on by it is to engage in any
and all other lawful activity, as provided by the laws of the State of
Nevada.
ARTICLE III
CAPITAL STOCK
The Corporation is authorized to issue two classes of shares to be
designated as "Common Stock"and "Preferred Stock." The Capital Stock may
be increased or decreased from time to time in accordance with the
provisions of the laws of the State of Nevada.
A. COMMON STOCK
The total number of shares of Common Stock the Corporation is
authorized to issue is ONE HUNDRED MILLION (100,000,000) shares $.001 par
value per share.
1. Terms of Common Stock
1. Voting Rights. Except as otherwise expressly provided by
--------------
law or in this Article III, each outstanding share of Common Stock shall be
entitled to one (1) vote on each matter to be voted on by the shareholders
of the Corporation.
2. Liquidation Rights. Subject to any prior or superior rights
-------------------
of liquidation as may be conferred upon any shares of Common Stock, and
after payment or provision for payment of the debts and other liabilities
of the Corporation, upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, the holders of
stock then outstanding shall be entitled to receive all of the assets and
funds of the Corporation remaining and available for distribution. Such
assets and funds shall be divided among and paid to the holders of Common
Stock, on a pro-rata basis, according to the number of shares of Common
Stock held by them.
3. Dividends. Dividends may be paid on the outstanding shares
----------
of Common Stock as and when declared by the Board of Directors, out of
funds legally available therefor.
4. Residual Rights. All rights accruing to the outstanding
----------------
shares of the Corporation not expressly provided for to the contrary herein
or in the Corporation's bylaws or in any amendment hereto or thereto shall
be vested in the Common Stock.
B. PREFERRED STOCK
The total number of shares of Preferred Stock the Corporation is
authorized to issue is FIFTY MILLION (50,000,000) shares of authorized
2
Preferred Stock, par value $.01, which may be issued in one or more
additional series and the designations, powers, conversion privileges,
preferences, and other special rights, and the qualifications, limitations
and restrictions of the Preferred Shares or any series of such shares shall
be established by the Board of Directors.
ARTICLE IV
GOVERNING BOARD
The members of the Governing Board of the Corporation are styled
Directors. The initial board of directors shall consist of three members.
The names and post office addresses of the First Board of Directors are as
follows:
FIRST BOARD OF DIRECTORS
Name Address
---- -------
Ronald Robinson 1725 E. Warm Springs Road, Suite 10
Las Vegas, Nevada 89119
S. Vernon Rodriguez 1725 E. Warm Springs Road, Suite 10
Las Vegas, Nevada 89119
Bruce Holman 1725 E. Warm Springs Road, Suite 10
Las Vegas, Nevada 89119
ARTICLE V
INCORPORATOR
The name and address of the incorporator signing these Articles of
Incorporation, who is above the age of eighteen (18) years, is as follows:
Name Address
---- -------
Ronald Robinson 1725 E. Warm Springs Road, Suite 10
Las Vegas, Nevada 89119
3
ARTICLE VI
RESIDENT AGENT
The name and address of the Resident Agent is as follows:
Name Address
---- -------
Ronald Robinson 1725 E. Warm Springs Road, Suite 10
Las Vegas, Nevada 89119
and Ronald Robinson, does hereby certify that on the ___ day of May,
2002, he accepted the appointment as Resident Agent of the Corporation in
accordance with Section 78.090, N.R.S.
___________________________________________
Ronald Robinson
ARTICLE VII
INDEMNIFICATION
No director or officer of the Corporation shall be personally liable to
the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer; provided, however, that the
foregoing provision shall not eliminate or limit the liability of a director
or officer (i) for acts or omissions which involve intentional misconduct,
fraud or knowing violation of law, or (ii) the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or
modification of an Article by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation of the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.
4
ARTICLE VIII
CONTROLLING INTEREST
The provisions of NRS 78.378 to 78.3793, inclusive shall not be
applicable to any acquisition of a controlling interest in the Corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name this ____ day of
May, 2002.
___________________________________
Ronald Robinson
State of Nevada )
:ss.
County of _______________ )
On the ____ day of May, 2002, personally appeared before me, a notary
public (or judge or other authorized person, as the case may be), duly
commissioned and sworn, Ronald Robinson, personally known or proven to me on
the basis of satisfactory evidence to be the person whose name is subscribed
to the foregoing instrument and who acknowledged that she executed the
instrument.
IN WITNESS WHEREOF, I have executed this notary and affixed my official
seal.
NOTARY SEAL
___________________________________
NOTARY PUBLIC
My Commission Expires:_______________
5