ARTICLES OF INCORPORATION
OF
DAVISON ARTS MANAGEMENT, INC.
KNOW ALL BY THESE PRESENTS:
That the undersigned does hereby associate themselves,
desiring to be incorporated as a corporation in accordance with the laws of the
State of Nevada and hereby certify and adopt the following Articles of
Incorporation, the terms whereof have been agreed upon to be equally obligatory
upon the party signing this instrument and all others who may from time to time
hereinafter become members of this corporation and who may hold stock therein.
ARTICLE I
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The name of the corporation is:
Davison Arts Management, Inc.
ARTICLE II
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The name and address of the resident agent of the corporation
is:
NEVADA CORPORATE CENTER, INC.
2775 Old Highway 40/ Box 1450
Verdi, Nevada 89439
Principal and branch offices may hereinafter be established at
such place or places, either within or without the State of Nevada, as may from
time to time be determined by the Board of Directors.
ARTICLE III
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The nature and purpose of this business shall be to conduct
any lawful activity as governed by the laws of the State of Nevada.
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ARTICLE IV
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(a) The Corporation shall be authorized to issue the following shares:
Class Number of Shares Par Value
------- ---------------- ---------
Common 24,000,000 $.001
Preferred 1,000,000 $.001
(b) The designations and the powers, preferences and rights, and the
qualifications and restrictions thereof are as follows:
(1) The Preferred Shares shall be issued from time to time in
one or more series, with such distinctive serial designations as shall
be stated and expressed in the resolution or resolutions providing for
the issue of such shares from time to time adopted by Board of
Directors; and in such resolution or resolutions providing for the
issue of shares of each particular series, the Board of Directors is
expressly authorized to fix the annual rate or rates of dividends for
the particular series; the dividend payment dates for the particular
series and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend payment date
shall be cumulative; the redemption price or prices for the particular
series; the voting powers for the particular series, the rights, if
any, of holders of the shares of the particular series to convert the
same into shares of any other series or class or other securities of
the corporation, with any provisions for the subsequent adjustment of
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such conversion rights; and to classify or reclassify any unissued
preferred shares by fixing or altering from time to time any of the
foregoing rights, privileges and qualifications.
(2) All the Preferred shares of any one series shall be
identical with each other in all respects, except that shares of any
one series issued at different times may differ as to the dates from
which dividends thereon shall be cumulative; and all Preferred shares
shall be of equal rank, regardless or series, and shall be identical in
all respects except as to the particulars fixed by the Board as
hereinabove provided or as fixed herein.
(c) No holder of any of the shares of any class of the Corporation
shall be entitled as of right to subscribe for, purchase, or otherwise acquire
any shares of any class of the Corporations which the Corporation proposes to
issue or any rights or options which the Corporation proposes to grant for the
purchase of shares of any class of the Corporation or for the purchase of any
shares, bonds, securities, or obligations of the Corporations which are
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of any class of the Corporation; and
any and all of such shares, bonds, securities, or obligations of the
Corporation, whether now or hereafter authorized or created may be issued, or
may be reissued or transferred if the same have been reacquired and have
treasury status, and any and all of such rights and options may be granted by
the Board of Directors to such persons, firms corporations, and associations,
and for such lawful consideration, and on such terms, as the Board of Directors
in its discretion may determine, without first offering the same, or any
thereof, to any said holder.
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(d) The capital stock of this corporation shall be nonassessable and
shall not be subject to assessment to pay the debts of the corporation.
ARTICLE V
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Members of the governing Board shall be known and styled as
"Directors" and the number thereof shall be one (1) and may be increased or
decreased from time to time pursuant to the By-Laws.
The name and address of the first Board of Directors is as
follows:
Elizabeth A. Davison
82 Mountain Road
Wilbraham, MA 01095
The officers of the corporation shall be a President, Vice
President, Secretary, and Treasurer. The corporation may have such additional
officers as may be determined from time to time in accordance with the By-Laws.
The officers shall have the powers, perform the duties, and be appointed as may
be determined in accordance with the By-Laws and laws of the State of Nevada.
Any person may hold two (2) or more offices in said corporation.
ARTICLE VI
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The corporation shall have perpetual succession by its
corporate name and shall have all the powers herein enumerated or implied
herefrom and the powers now provided or which may hereinafter be provided by law
for corporations in the State of Nevada.
ARTICLE VII
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No stockholder shall be liable for the debts of the
corporation beyond the amount which may be due or unpaid upon any share or
shares of stock of said corporation owned by that person.
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ARTICLE VIII
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Each shareholder entitled to vote at any election for
directors shall have the right to vote, in person or by proxy, the number of
share owned by such shareholder for each director to be elected. Shareholders
shall not be entitled to cumulate their votes.
ARTICLE IX
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The Directors shall have the powers to make and alter the
By-Laws of the corporation. By-Laws made by the Board of Directors under the
powers so conferred may be altered, amended, or repealed by the Board of
Directors or by the stockholders at any meeting called and held for that
purpose.
ARTICLE X
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The corporation specifically elects not to be governed by NRS
78.411 to NRS 78.444 inclusive and successor statutory provisions.
ARTICLE XI
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The corporation shall indemnify all directors, officers,
employees, and agents to the fullest extent permitted by Nevada law as provided
within NRS 78.751 or any other law then in effect or as it may hereafter be
amended.
The corporation shall indemnify each present and future
director, officer, employee, or agent of the corporation who becomes a party or
is threatened to be made a party to any suit or proceeding, whether pending,
completed, or merely threatened, and whether said suit or proceeding is civil,
criminal, administrative, investigative, or otherwise, except an action by or in
the right of the corporation, by reason of the fact that he 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
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another corporation, partnership, joint venture, trust, or other enterprise,
against expenses, including but not limited to attorneys' fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit, or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The expenses of directors and officers incurred in defending a
civil or criminal aciton, suit, or proceeding must be paid by the corporation as
they are incurred and in advance of the final disposition of the action, suit,
or proceeding if and only if the director or officer undertakes to repay said
expenses to the corporation if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation.
The indemnification and advancement of expenses may not be
made to or on behalf of any director or officer if a final adjudication
establishes that the director's of officer's acts or omission involved
intentional misconduct, fraud, or a knowing violation of the law and was
material to the cause of action.
ARTICLE XII
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The name and address of the incorporator of this corporation
is:
NEVADA CORPORATE CENTER, INC.
2775 Old Highway 40/Box 1490
Verdi, Nevada 89439
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Davison Arts Management, Inc.
This 24th day of June, 2003.
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Garrett Sutton, Pres.
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