EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
OBSCENE JEANS CORP.
The undersigned hereby adopts the following ARTICLES OF INCORPORATION
pursuant to the provisions of section 607.1003 of the Florida Business
Corporation Act and does hereby certify as follows:
FIRST: That the Board of Directors of the Corporation by unanimous written
consent duly adopted resolutions on September 21, 2009 proposing and declaring
advisable that the Certificate of Incorporation of the Corporation be as
follows:
ARTICLE 1. Name
The name of this Corporation is: OBSCENE JEANS CORP..
ARTICLE 2. Purpose
The purpose for which this Corporation is formed is to conduct any lawful
business allowable by the Laws of the State of Florida.
ARTICLE 3. Registered Office; Registered Agent
The address of the registered office of the Corporation is 1522 Romallo
Lane Sarasota, FL 34232 and the name of its registered agent at such address is
Rachel Stark-Cappelli.
ARTICLE 4. Principal Office
The business address of the Corporation's principal office is: 1522
Romallo Lane Sarasota, FL 34232
ARTICLE 5. Duration
The Corporation is to commence its corporate existence on the date of
subscription and acknowledgement of these Articles of Incorporation and shall
exist perpetually thereafter until dissolved according to law.
ARTICLE 6. Directors
6.1 Number: The number of directors of the Corporation shall be subject to
the Corporation's bylaws (the "Bylaws).
6.2 Term: Each director shall hold office until his or her successor shall
be elected and shall qualify, or until he or she shall resign or be removed as
set forth below.
6.3 Powers of Directors: Subject to the limitations contained in the
Articles of incorporation and the Corporation law for the State of Florida
concerning corporate action that must be authorized or approved by the
shareholders of the Corporation, all corporate powers shall be exercised by or
under the authority of the board of directors, and the business and affairs of
the Corporation shall be controlled by the board.
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6.4 Removal of Directors: Any directors, any class of directors or the
entire Board of Directors may be removed from office by stockholder vote at any
time, without assigning any cause, but only if the holders of not less than
two-thirds (2/3) of the outstanding shares of capital stock of the class of
Common Stock which elected such director shall vote in favor of such removal.
ARTICLE 7.
Reserved
ARTICLE 8. Capitalization
8.1 Authorized Shares: The total number of shares of capital stock that
the Corporation has the authority to issue in one hundred million (100,000,000).
The total number of shares of common stock that the Corporation is authorized to
issue is one hundred million (100,000,000) and the par value of each share of
such common stock is one-hundredth of one cent ($.0001) for an aggregate par
value of ten thousand dollars ($10,000.00). The total number of preferred shares
is ten million (10,000,000).
8.2 Statement of Rights for Common Shares:
(a) The holders of shares of common stock shall be entitled to receive
dividends, if and when declared payable from time to time by the board of
directors, from funds legally available for payment of dividends.
(b) In the event of any dissolution, liquidation or winding up of this
Corporation, whether voluntary or involuntary, the holders of the then
outstanding shares of common stock shall be entitled to receive, pro rata, any
remaining assets of this Corporation available for distribution to its
shareholders. The board of directors may distribute in kind to the holders of
the shares of common stock such remaining assets of this Corporation or may
sell, transfer or otherwise dispose of all or any part of such remaining assets
to any other Corporation, trust or entity and receive payment in cash, stock or
obligations of such other Corporation, trust or entity or any combination of
such cash, stock, or obligations, and may sell all or any part of the
consideration so received, and may distribute the consideration so received or
any balance or proceeds of it to holders of the shares of common stock. The
voluntary sale, conveyance, lease, exchange or transfer of all or substantially
all the property or assets of this Corporation (unless in connection with that
event the dissolution, liquidation or winding up of this Corporation is
specifically approved), or the merger or consolidation of this Corporation into
or with any other Corporation, or the merger of any other Corporation into it,
or any purchase or redemption of shares of stock of this Corporation of any
class, shall not be deemed to be a dissolution, liquidation or winding up of
this Corporation for the purpose of this paragraph (b).
(c) Except as provided by law or this certificate of incorporation with
respect to voting by class or series, each outstanding share of common stock of
this Corporation shall entitle the holder of that share to one vote on each
matter submitted to a vote at a meeting of shareholders.
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ARTICLE 9. Shareholders
9.1 Amendment of Bylaws: The board of directors has the power to make,
repeal, amend and alter the bylaws of the Corporation, to the extent provided in
the bylaws. However, the paramount power to repeal, amend and alter the bylaws,
or to adopt new bylaws, is vested in the shareholders. This power may be
exercised by a vote of a majority of shareholders present at any annual or
special meeting of the shareholders. Moreover, the directors have no power to
suspend, repeal, amend or otherwise alter any bylaw or portion of any bylaw so
enacted by the shareholders, unless the shareholders, in enacting any bylaw or
portion of any bylaw, otherwise provide.
9.2 Personal Liability of Shareholders: The private property of the
shareholders of this Corporation is not subject to the payment of corporate
debts, except to the extent of any unpaid balance of subscription for shares.
9.3 Denial of Preemptive Rights: No holder of any shares of the
Corporation of any class now or in the future authorized shall have any
preemptive right as such holder (other than such right, if any, as the board of
directors in its discretion may determine) to purchase or subscribe for any
additional issues of shares of the Corporation of any class now or in the future
authorized, nor any shares of the Corporation purchased and held as treasury
shares, or any part paid receipts or allotment certificates in respect of any
such shares, or any securities convertible into or exchangeable for any such
shares, or any warrants or other instruments evidencing rights or options to
subscribe for, purchase or otherwise acquire any such shares, whether such
shares, receipts, certificates, securities, warrants or other instruments be
unissued, or issued and subsequently acquired by the Corporation; and any such
shares, receipts, certificates, securities, warrants or other instruments, in
the discretion of the board of directors, may be offered from time to time to
any holder or holders of shares of any class or classes to the exclusion of all
other holders of shares of the same or any other class at the time outstanding.
9.4 Voting Rights: Except as otherwise expressly provided by the law of
the State of Florida or this certificate of incorporation the holders of the
common stock shall possess exclusive voting power for the election of directors
and for all other purposes. Every holder of record of common stock entitled to
vote shall be entitled to one vote for each share held.
9.5 Actions By Written Consent: Whenever the vote of shareholders at a
meeting of shareholders is required or permitted to be taken for or in
connection with any corporate action by any provision of the Corporation law of
the State of Florida, or of this certificate of incorporation or of the bylaws
authorized or permitted by that law, the meeting and vote of shareholders may be
dispensed with if the proposed corporate action is taken with the written
consent of the holders of stock having a majority of the total number of votes
which might have been cast for or in connection with that action if a meeting
were held; provided that in no case shall the written consent be by the holders
of stock having less than the minimum percentage of the vote required by statute
for that action, and provided that prompt notice is given to all shareholders of
the taking of corporate action without a meeting and by less than unanimous
written consent.
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ARTICLE 10. Amendments
The Corporation shall be deemed, for all purposes, to have reserved the
right to amend, alter, change or repeal any provision contained in its articles
of incorporation, as amended, to the extent and in the manner now or in the
future permitted or prescribed by statute, and all rights conferred in these
Articles upon shareholders are granted subject to that reservation.
ARTICLE 11. Regulation of Business and Affairs of Corporation
11.1 Powers of Board of Directors
(a) In furtherance and not in limitation of the powers conferred upon the
board of directors by statute, the board of directors is expressly authorized,
without any vote or other action by shareholders other than such as at the time
shall be expressly required by statute or by the provisions of these Articles of
incorporation, as amended, or of the bylaw, to exercise all of the powers,
rights and privileges of the Corporation (whether expressed or implied in these
Articles or conferred by statute) and to do all acts and things which may be
done by the Corporation, including, without limiting the generality of the
above, the right to:
(i) Pursuant to a provision of the bylaw, by resolution adopted by a
majority of the actual number of directors elected and qualified, to designate
from among its members an executive committee and one or more other committees,
each of which, to the extent provided in that resolution or in the bylaw, shall
have and exercise all the authority of the board of directors except as
otherwise provided by law;
(ii) To make, alter, amend or repeal bylaw for the Corporation;
(iii) To authorize the issuance from time to time of all or any shares of
the Corporation, now or in the future authorized, part paid receipts or
allotment certificates in respect of any such shares, and any securities
convertible into or exchangeable for any such shares (regardless of whether
those shares, receipts, certificates or securities be unissued or issued and
subsequently acquired by the Corporation), in each case to such Corporations,
associations, partnerships, firms, individuals or others (without offering those
shares or any part of them to the holders of any shares of the Corporation of
any class now or in the future authorized), and for such consideration
(regardless of whether more or less than the par value of the shares), and on
such terms as the board of directors from time to time in its discretion
lawfully may determine;
(iv) From time to time to create and issue rights or options to subscribe
for, purchase or otherwise acquire any shares of stock of the Corporation of any
class now or in the future authorized or any bonds or other obligations or
securities of the Corporation (without offering the same or any part of them to
the holders of any shares of the Corporation of any class now or in the future
authorized);
(v) In furtherance and not in limitation of the provisions of the above
subdivisions (iii) and (iv), from time to time to establish and amend plans for
the distribution among or sale to any one or more of the officers or employees
of the Corporation, or any subsidiary of the Corporation, of any shares of stock
or other securities of the Corporation of any class, or for the grant to any of
such officers or employees of rights or options to subscribe for, purchase or
otherwise acquire any such shares or other securities, without in any case
offering those shares or any part of them to the holders of any shares of the
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Corporation of any class now or in the future authorized; such distribution,
sale or grant may be in addition to or partly in lieu of the compensation of any
such officer or employee and may be made inconsideration for or in recognition
of services rendered by the officer or employee, or to provide him/her with an
incentive to serve or to agree to serve the Corporation or any subsidiary of the
Corporation, or otherwise as the board of directors may determine; and
(vi) To sell, lease, exchange, mortgage, pledge, or otherwise dispose of
or encumber all or any part of the assets of the Corporation unless and except
to the extent otherwise expressly required by statute.
(b) The board of directors, in its discretion, may from time to time:
(i) Declare and pay dividends upon the authorized shares of stock of the
Corporation out of any assets of the Corporation available for dividends, but
dividends may be declared and paid upon shares issued as partly paid only upon
the basis of the percentage of the consideration actually paid on those shares
at the time of the declaration and payment;
(ii) Use and apply any of its assets available for dividends, subject to
the provisions of these Articles, in purchasing or acquiring any of the shares
of stock of the Corporation; and
(iii) Set apart out of its assets available for dividends such sum or sums
as the board of directors may deem proper, as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for maintaining or increasing the
property or business of the Corporation, or for any other purpose it may deem
conducive to the best interests of the Corporation. The board of directors in
its discretion at any time may increase, diminish or abolish any such reserve in
the manner in which it was created.
11.2 Approval of Interested Director or Officer Transactions: No contract
or transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other Corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or committee thereof
which authorizes the contract or transaction, or solely because his/her or their
votes are counted for such purpose, if:
1. The material facts as to his/her interest and as to the contract or
transaction are disclosed or are known to the board of directors or the
committee, and the board or committee in good faith authorizes the contract or
transaction by a vote sufficient for such purpose without counting the vote of
the interested director or directors; or
2. The material facts as to his/her interest and as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the shareholders; or
3. The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the shareholders.
Interested directors may be counted in determining the presence of a quorum at a
meeting of the board of directors or of a committee that authorizes the contract
or transaction.
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11.3 Indemnification:
(a) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he/she is or was a director, officer, employee or agent of the
Corporation, or 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 expenses (including attorneys' fee),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him/her in connection with such action, suit or proceeding if he/she acted in
good faith and in a manner he/she reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he/she reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his/her conduct was
unlawful.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he/she is or was a director, officer, employee or agent
of the Corporation, or 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 expenses (including attorneys' fees)
actually and reasonably incurred by him/her in connection with the defense or
settlement of such action or suit if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his/her duty to the
Corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such other
court shall deem proper.
(c) To the extent that any person referred to in paragraphs (a) and (b) of
this Article has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to therein or in defense of any claim, issue
or matter therein, he/she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him/her in connection
therewith.
(d) Any indemnification under paragraphs (a) and (b) of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he/she has met
the applicable standard of conduct set forth in paragraphs (a) and (b) of this
Article. Such determination shall be made (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the shareholders.
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(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he/she is entitled to be indemnified by the Corporation as
provided in this Article.
(f) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statute, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his/her official
capacity and as to action in another capacity while holding such office, and
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.
(g) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or 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/her and incurred by him/her in any such capacity, or arising out of his/her
status as such, whether or not the Corporation would have the power to indemnify
him/her against such liability under the provisions of this Article 11.
(h) For the purposes of this Article, references to "the Corporation"
include all constituent Corporations absorbed in a consolidation or merger as
well as the resulting or surviving Corporation so that any person who is or was
a director, officer, employee or agent of such a constituent Corporation or is
or was serving at the request of such constituent Corporation as a director,
officer, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this section with respect to the resulting or surviving Corporation as he/she
would if he/she had served the resulting or surviving Corporation in the same
capacity.
SECOND: The date of adoption of these Articles of Incorporation was September
14,2009.
THIRD: These Amended and Restated Articles of Incorporation were authorized by
the vote of the board of directors followed by the consent of a majority of all
outstanding shares entitled to vote thereon. The number of votes cast by the
shareholders was sufficient for approval.
IN WITNESS WHEREOF, the undersigned director, hereby executes these
Articles of Incorporation this 21st day of September 2009.
/s/ Rachel Stark-Cappelli
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Rachel Stark-Cappelli
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CERTIFICATE OF DESIGNATION
REGISTERED AGENT/REGISTERED OFFICE
PURSUANT TO THE PROVISIONS OF SECTION 607.0501, FLORIDA STATUTES, THE
UNDERSIGNED CORPORATION, ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA,
SUBMITS THE FOLLOWING STATEMENT IN DESIGNATING THE REGISTERED OFFICE/REGISTERED
AGENT, IN THE STATE OF FLORIDA.
1. The name of the corporation is: OBSCENE JEANS CORP.
2. The name and address of the registered agent and office is:
Rachel Stark-Cappelli
1522 Romallo Lane
Sarasota, Florida 34232
Having been named as registered agent and to accept service of process for the
above stated corporation at the place designated in this certificate, I hereby
accept the appointment as registered agent and agree to act in this capacity. I
further agree to comply with the provisions of all statutes relating to the
proper and complete performance of my duties, and I am familiar with and accept
the obligations of my position as registered agent.
/s/ Rachel Stark-Cappelli September 21, 2009
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(signature) September 21, 2009
DIVISION OF CORPORATIONS, P. O. BOX 6327, TALLAHASSEE, FL 32314
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