Exhibit 3.1
ARTICLES OF INCORPORATION OF SOPAC CELLULAR SOLUTIONS INC.
THE UNDERSIGNED PERSON, acting as Incorporator of a corporation under the
provisions of the Nevada General Corporation Law, adopts the following Articles
of Incorporation:
FIRST. The name of the corporation is:
Sopac Cellular Solutions Inc.
SECOND. The street address of the corporation's resident agent and the
principal or statutory address of this corporation in the State of Nevada shall
be:
Resident Agents of Nevada, Inc.
711 S. Carson St. Suite 4
Carson City, Nevada 89701
This corporation may maintain an office, or offices, in such other place or
places within or without the State of Nevada as may be from time to time
designated by the Board of Directors, or by the bylaws of said corporation, and
that this corporation may conduct all corporation business of every kind and
nature, including the holding of all meetings of directors and stockholders,
outside the State of Nevada as well as within the State of Nevada.
THIRD. The corporation shall have unlimited power to engage in and do any
lawful act concerning any or all-lawful business for which corporations may be
organized under the Law and not limited by the Statutes of Nevada, or any other
state in which it conducts its business.
FOURTH. That the total number of voting common stock authorized that may be
issued by the corporation is SEVENTY FIVE MILLION (75,000,000) shares of stock
with $0.001 par value, and no other class of stock shall be authorized. Said
shares may be issued by the corporation from time to time for such
considerations as may be fixed from time to time by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the bylaws of this corporation, providing
that the number of directors shall not be reduced to less than one (1). The name
and post office address of the first Board of Directors, which shall be one (1)
in number, shall be listed as follows:
Ezra E. Ezra
5360 Kester Avenue, Suite 14
Sherman Oaks, California 91411
SIXTH. The capital stock, after the amount of the subscription price, or
par value, has been paid in, shall not be subject to assessment to pay the debts
of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
Resident Agents of Nevada, Inc.
711 S. Carson St. Suite 4
Carson City, Nevada 89701
EIGHTH. The corporation is to have perpetual existence.
NINTH. Any corporate officer, director, or shareholder of this corporation
shall not, in the absence of fraud, be prohibited from dealing with this
corporation either as vendor, purchaser or otherwise. A pecuniary interest in
any transaction by any such director, shareholder or officer shall not
disqualify him in any way from acting in his corporate capacity. No director nor
officer, nor any firm, association, or corporation of which he shall be a
member, or in which he may be pecuniarily interested in any manner be
disqualified from dealing with the corporation as a result of the association.
No director nor officer, nor any foreign association, or corporation with which
he is connected as aforesaid shall be liable to account to this corporation or
its shareholders for any profit realized by him from or though any such
transaction or contract, it being the express purpose and intent of the Article
to permit this Corporation to buy from sell to, or otherwise deal with the
partnerships, fu-ms, or corporations of directors and officers of the
corporation, or any one or more of them who may have pecuniary interest, and the
contracts of this corporation, in the absence of fraud, shall not be void or
voidable or affecting in any manner by reason of such position. Furthermore,
directors of this corporation may be counted for a quorum of the Board of
Directors of this corporation at a meeting even though they may be pecuniarily
interested in matters considered at a meeting; any action taken at such a
meeting with reference to such matters by a majority of the disinterested
directors shall not be void or voidable by this corporation in the absence of
fraud.
TENTH. 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 or for any act or omission of any such
director or officer, however, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (a) acts or emissions which
involve intentional misconduct, fraud or a knowing violation of law or (b) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. 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 or emissions prior to such repeal or modification.
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ELEVENTH. This corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this Monday, July 10, 2006.
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Sandra L. Miller, Sole Incorporator
for Resident Agents of Nevada, Inc.
STATE OF NEVADA )
) SS.
COUNTY OF CARSON )
On this 10th day of July, 2006, before me, a Notary Public, personally
appeared Sandra L. Miller who acknowledged to me that she executed the above
instrument.
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Notary Public
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CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of Sopac Cellular Solutions Inc., I, Sandra L. Miller on
behalf of Resident Agents of Nevada, Inc., with address at 711 S. Carson St.
Suite 4, Carson City, Nevada 89701, hereby accept the appointment as Resident
Agent of the above-entitled corporation in accordance with NRS 78.090.
Furthermore, that the mailing address for the above registered office is
711 S. Carson St. Suite 4, Carson City, Nevada 89701.
IN WITNESS WHEREOF, I hereunto set my hand this 10th day of July, 2006.
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Sandra L. Miller for
Resident Agents of Nevada, Inc.
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