ARTICLES OF INCORPORATION
OF
MEDALLION CREST MANAGEMENT, INC.
The undersigned hereby makes, subscribes, acknowledges and files these
Articles of Incorporation for the purpose of forming a corporation under the
Florida General Corporation Act, and hereby adopts the following Articles of
Incorporation.
ARTICLE 1. Name
The name of the corporation (the "Corporation") shall be Medallion
Crest Management, Inc.
ARTICLE 2. Purpose
The Corporation is organized for the purposes of engaging in any
activity or business permitted under the laws of the United States or of
this State, more specifically set out as follows:
2.1. To transact any lawful business for which corporations may be
incorporated under the Florida General Corporation Act or engage in any
other trade or business which can, in the opinion of the Board to Directors
of the Corporation, be advantageously carried on in connection with the
foregoing business.
2.2. To do such other things as are incidental to the foregoing or
necessary or desirable in order to accomplish the foregoing.
ARTICLE 3. Registered Office; Registered Agent
The street address of the Corporation's initial registered office and
the registered agent for the Corporation at that address are:
Jim Dodrill
5800 Hamilton Way
Boca Raton, FL 33496
ARTICLE 4. Principal Office
The business address of the Corporation's principal office is:
3675 North Country Club Drive
Suite 1907
Aventura, FL 33180
ARTICLE 5. Duration
The Corporation is to commence its corporate existence on the date of
subscription and acknowledgment 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"), provided however, the
number of directors of the Corporation may not be fewer than two unless the
Corporation has fewer than two stockholders, in which case the number of
directors may not be fewer than the number of stockholders.
6.2 Powers of Directors: Subject to the limitations contained in the
Articles of Incorporation and the Florida General Corporation Act 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.
6.3 Removal of Directors: Any 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 Corporation
entitled to vote upon election of directors, voting together as a single
class, shall vote in favor of such removal.
ARTICLE 7. Incorporators
The name and street address of the incorporator to these Articles of
Incorporation are:
Jim Dodrill
5800 Hamilton Way.
Boca Raton, Florida 33496
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 twenty
million (120,000,000). 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 ($10,000).
The total number of shares of preferred stock that the Corporation is
authorized to issue is twenty million (20,000,000) and the par value of each
share of such preferred stock is one-hundredth of one cent ($.0001) for an
aggregate par value of two thousand dollars ($2,000).
8.2 Rights for Preferred Shares: The board of directors is expressly
authorized to adopt, from time to time, a resolution or resolutions
providing for the issue of preferred stock in one or more series, to fix the
number of shares in each such series and to fix the designations and the
powers, preferences and relative, participating, optional and other special
rights and the qualifications, limitations and restrictions of such shares,
of each such series. The authority of the board of directors with respect to
each such series shall include a determination of the following, which may
vary as between the different series of preferred stock:
(a) The number of shares constituting the series and the
distinctive designation of the series;
(b) The dividend rate on the shares of the series, the
conditions and dates upon which dividends on such shares shall be payable,
the extent, if any, to which dividends on such shares shall be cumulative,
and the relative rights of preference, if any, of payment of dividends on
such shares;
(c) Whether or not the shares of the series are redeemable and,
if redeemable, the time or times during which they shall be redeemable and
the amount per share payable on redemption of such shares, which amount may,
but need not, vary according to the time and circumstances of such
redemption;
(d) The amount payable in respect of the shares of the series,
in the event of any liquidation, dissolution or winding up of this
Corporation, which amount may, but need not, vary according to the time or
circumstances of such action, and the relative rights of preference, if any,
of payment of such amount;
(e) Any requirement as to a sinking fund for the shares of the
series, or any requirement as to the redemption, purchase or other
retirement by this Corporation of the shares of the series;
(f) The right, if any, to exchange or convert shares of the
series into other securities or property, and the rate or basis, time,
manner and condition of exchange or conversion;
(g) The voting rights, if any, to which the holders of shares
of the series shall be entitled in addition to the voting rights provided by
law; and
(h) Any other terms, conditions or provisions with respect to
the series not inconsistent with the provisions of this Article or any
resolution adopted by the board of directors pursuant to this Article.
The number of authorized shares of preferred stock may be increased or
decreased by the affirmative vote of the holders of a majority of the stock
of this Corporation entitled to vote at a meeting of shareholders. No holder
of shares of preferred stock of this Corporation shall, by reason of such
holding have any preemptive right to subscribe to any additional issue of
any stock of any class or series nor to any security convertible into such
stock.
8.3 Statement of Rights for Common Shares:
(a) Subject to any prior rights to receive dividends to which
the holders of shares of any series of the preferred stock may be entitled,
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, after there shall
have been paid to the holders of shares of preferred stock the full amounts
to which they shall be entitled, 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.
(d) Such numbers of shares of common stock as may from time to
time be required for such purpose shall be reserved for issuance (i) upon
conversion of any shares of preferred stock or any obligation of this
Corporation convertible into shares of common stock and (ii) upon exercise
of any options or warrants to purchase shares of common stock.
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 or the
resolution of the board of directors providing for the issue of a series of
preferred stock, 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 and, except as otherwise
expressly provided in the resolution or resolutions of the board of
directors providing for the issue of a series of preferred stock, every
holder of record of any series of preferred stock at the time 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.
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 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 in consideration 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:
(a) 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
(b) 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
(c) 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.
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.
(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.
Article 12. Affiliated Transactions
This Corporation expressly elects not to be governed by the provisions
of Section 607.0901 of the Florida Business Corporation Act, as amended from
time to time, relating to affiliated transactions..
Article 13. Control Share Acquisitions
This Corporation expressly elects not to be governed by the provisions
of Section 607.0902 of the Florida Business Corporation Act, as amended from
time to time, relating to control share acquisitions.
IN WITNESS WHEREOF, the undersigned, as incorporator, hereby executes
these Articles of Incorporation this 4th day of April 2003.
/s/ Jim Dodrill
________________________
Jim Dodrill
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: Medallion Crest Management, Inc.
2. The name and address of the registered agent and office is:
Jim Dodrill
5800 Hamilton Way
Boca Raton, FL 33496
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/ Jim Dodrill
_____________________________
Jim Dodrill
Registered Agent
Date: April 4, 2003