Exhibit 3.1
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4298
(775) 684-5708
Website: secretaryofstate.biz
Document Number
20060409548-18
Filing Date and Time
06/27/2006 3:00:10 PM
Entity Number
E0483322006-1
Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of
Corporation: Easy CD Yearbook, Inc.
2. Resident Agent EastBiz.com, Inc.
Name and Street Name
Address:
(must Street be a 5348 Vegas Dr., Suite 112 Las Vegas, NV 89108
Nevada address where Address City Zip Code
process may
be served). Optional Mailing Address City State Zip Code
3. Shares:
(number of shares Number of shares Number of shares
corporation with par value: 15,000,000 Par value: $0.0001 without par value:
authorized
to issue)
4. Names & Addresses, 1. Almaymoon Mawji
of Board of Name
Directors/Trustees: 376 Panatella Blvd NW Calgary CAN T3K 0G7
(attach additional page Street Address City State Zip Code
if there is more than 3
directors/trustees 2. Zahirali Kaba
Name
DAR-ES-SALAAM TAN
Street Address City State Zip Code
3.
Name
Street Address City State Zip Code
5. Purpose: (optional- The purpose of this Corporation shall be:
see instructions) To engage in any lawful activity
6. Names, Address Mr. George Choriads /s/ George Choriads
and Signature of Name Signature
Incorporator.
(attach additional page 5348 Vegas Dr., Suite 112 Las Vegas NV 89108
if there is more than 1 Address City State Zip Code
incorporator).
7. Certificate of I hereby accept appointment as Resident Agent for the above named corporation.
Acceptance of
Appointment of
Resident Agent: Authorized Signature of R. A. or On Behalf of R. A. Company Date
This form must be accompanied by appropriate fees.
ATTACHMENT
TO
ARTICLES OF INCORPORATION
OF
EASY CD YEARBOOK, INC.
8. The governing board of Easy CD Yearbook, Inc. (the "Corporation") shall
be styled as a "Board of Directors", and any member of said Board shall be
styled as a "Director." The first Board of Directors of the corporation shall
consist of two directors. The number of directors of the Corporation may be
increased or decreased in the manner provided in the Bylaws of the Corporation;
provided, that the number of directors shall never be less than one. In the
interim between elections of directors by stockholders entitled to vote, all
vacancies, including vacancies caused by an increase in the number of directors
and Including vacancies resulting from the removal of directors by the
stockholders entitled to vote which are not filled by said stockholders, may be
filled by the remaining directors, though less than a quorum.
9. (a) The total number of shares of stock which the Corporation shall have
authority to issue is One Hundred Fifty Million (150)000,000) which shall
consist of (i) One Hundred Million (100,000,000) shares of common stock, par
value $0.0001 per share (the "Common Stock"), and (ii) Fifty Million
(50,000,000) shares of preferred stock, par value $0.0001 per share (the
"Preferred Stock").
(b) The Preferred Stock may be issued in one or mom series, from time
to tame, with each such series to have such designation, relative rights,
preferences or limitations, as shall be stated and expressed in the resolution
or resolutions providing for the issue of such series adopted by the Board of
Directors of the Corporation (the "Board"), subject to the limitations
prescribed by law and in accordance with the provisions hereof the Board being
hereby expressly vested with authority to adopt any such resolution or
resolutions. The authority of the Board with respect to each series of Preferred
Stock shall include, but not be limited to, the determination or fixing of the
following:
(i) The distinctive designation and number of shares comprising
such series, which number may (except where otherwise provided by the Board
increasing such series) be increased or decreased (but not below the number of
shares then outstanding) from time to time by like action of the Board;
(ii) The dividend rate of such series, the conditions and time
upon which such dividends shall be payable, the relation which such dividends
shall bear to the dividends payable on any other class or classes of Stock or
series thereof, or any other series of the same class, and whether such
dividends shall be cumulative or non-cumulative;
(iii) The conditions upon which the shares of such series shall
be subject to redemption by the Corporation and the times, prices and other
terms and provisions upon which the shares of the series may be redeemed;
(iv) Whether or not the shares of the series shall be subject to
the operation of a retirement or sinking fund to be applied to the purchase or
redemption of such shares and, if such retirement or sinking fund be
established, the annual amount thereof and the terms and provisions relative to
the operation thereof;
(v) Whether or not the shares of the series shall be convertible
into or exchangeable for shares of any other class or classes, with or without
par value, or of any other series of the same class, and, if provision is made
for conversion or exchange, the times, prices, rates, adjustments and other
terms and conditions of such conversion or exchange;
(vi) Whether or not the shares of the series shall have voting
rights, in addition to the voting rights provided by law, and, if so, the terms
of such voting rights; (vii) The rights of the shares of the series in the event
of voluntary or involuntary liquidation, dissolution or upon the distribution of
assets of the Corporation; and
(viii) Any other powers, preferences and relative participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, of the shares of such series, as the Board may deem
advisable and as shall not be inconsistent with the provisions of this Articles
of Incorporation.
(c) The holders of shares of the Preferred Stock of each series shall
be entitled to receive, when and as declared by the Board, out of funds legally
available for the payment of dividends, dividends (if any) at the rates axed by
the Board for such series before any cash dividends shall be declared and paid
or set apart for payment, on the Common Stock with respect to the same dividend
period.
(d) The holders of shares of the Preferred Stock of each series shall
be entitled, upon liquidation or dissolution or upon the distribution of the
assets of the Corporation, to such preferences as provided in the resolution or
resolutions creating such series of Preferred Stock, and no more, before any
distribution of the assets of the Corporation shall be made to the holders of
shares of the Common Stock. Whenever the holders of shares of the Preferred
Stock shall have been paid the full amounts to which they shall be entitled, the
holders of shares of the Common Stock shall be entitled to share ratably in all
remaining assets of the Corporation.
10. The Corporation shall have perpetual existence.
11. The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the General Corporation Law of the
State of Nevada, as the same may be amended and supplemented. Any repeal or
amendment of this Article by the stockholders of the Corporation shall be
prospective.
12. The Corporation shall, to the fullest extent permitted by the General
Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided 1'or herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both, as to action
in his 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.
13. The nature of the business of the Corporation and the objects or the
purposes to be transacted, promoted, or carried on by it are to engage in any
lawful activity.
14. The Corporation reserves the tight to amend, alter, change, or repeal
any provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.