ARTICLES OF INCORPORATION
OF
CYCLE COUNTRY ACCESSORIES CORP.
The undersigned hereby adopts the following ARTICLES of
Incorporation for the purpose of forming a corporation under the laws
of the State of Nevada:
ARTICLE 1. Name
The name of this corporation is:
CYCLE COUNTRY ACCESSORIES 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 Nevada.
ARTICLE 3. Registered Office; Registered Agent
The address of the initial registered office of the corporation is:
1250 S. Burnham
Suite 212
Las Vegas, Nevada 89104
The name and address of the initial Registered Agent of the
corporation is:
John Harper, Esq.
1250 S. Burnham
Suite 212
Las Vegas, Nevada 89104
ARTICLE 4. Principal Office
The business address of the corporation's principal office is:
2118 Highway 86, Milford, IA 51351.
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"), provided
however, the number of directors of the Corporation may not be fewer
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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 Class of Directors: If there shall be more than one
director, the directors shall be classified, in respect solely to the
time for which they shall severally hold office, by dividing them
into three classes (two classes if there are only two directors),
each such class to be as nearly as possible equal in number of
directors to each other class. If there are three or more directors:
(i) the first term of office of directors of the first class shall
expire at the first annual meeting after their election, and
thereafter such terms shall expire on each three year anniversary of
such date; (ii) the term of office of the directors of the second
class shall expire on the one year anniversary of the first annual
meeting after their election, and thereafter such terms shall expire
on each three year anniversary of such one year anniversary; and
(iii) the term of office of the directors of the third class shall
expire on the two year anniversary of the first annual meeting after
their election, and thereafter such terms shall expire on each three
year anniversary of such two year anniversary. If there are two
directors: (i) the first term of office of directors of the first
class shall expire at the first annual meeting after their election,
and thereafter such terms shall expire on each two year anniversary
of such date; and (ii) the term of office of the directors of the
second class shall expire on the one year anniversary of the first
annual meeting after their election, and thereafter such terms shall
expire on each two year anniversary of such one year anniversary. If
there is one director, the term of office such director shall expire
at the first annual meeting after his election. At each succeeding
annual meeting, the stockholders of the Corporation shall elect
directors for a full term or the remainder thereof, as the case may
be, to succeed those whose terms have expired. Each director shall
hold office for the term for which elected and 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 Nevada 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.
6.4 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 Corporation entitled to vote upon
election of directors, voting together as a single class, shall vote
in favor of such removal.
6.5 Initial Board of Directors:
The First Board of Directors shall consist of:
1. Jim Danbaum
2118 Highway 86
Milford, IA 51351
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2. Ron Hickman
2118 Highway 86
Milford, IA 51351
3. L. G. Hancher, Jr.
2118 Highway 86
Milford, IA 51351
4. Rich Gruneweg
2118 Highway 86
Milford, IA 51351
5. Richard Wagner
2118 Highway 86
Milford, IA 51351
ARTICLE 7. Incorporators
The names and addresses of the incorporator is:
Name Address
---- -------
Ron Hickman 2118 Highway 86
Milford, IA 51351
ARTICLE 8. Capitalization
8.1 Authorized Shares: The total number of shares of capital
stock which the Corporation has the authority to issue in one hundred
twenty million (120,000,000). The total number of shares of common
stock which 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 ($10,000). The total number of shares
of preferred stock which the Corporation is authorized to issue is
twenty million (20,000,000) and the par value of each share of such
preferred stock is one-hundredth of one cent ($.0001) for an
aggregate par value of two thousand dollars ($2,000).
8.1 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
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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.
8.2 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
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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 Nevada 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
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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 Nevada, 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
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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
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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
which authorizes the contract or transaction.
11.4 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
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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,
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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. Share Acquisition
12.1 The provisions of NRS 78.378 thru 78.3792 shall not apply
to this corporation or to an acquisition of a controlling interest by
existing or future shareholders of the corporation.
IN WITNESS WHEREOF, the undersigned, as incorporator(s), hereby
executes these Articles of Incorporation this ___ day of _____, 2001.
/s/Ron Hickman
--------------
Ron Hickman
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
----------------------------------------------------------
I, John Harper, Esq. hereby accept appointment as Resident Agent of
the above named corporation.
/s/John Harper, Esq
- ---------------------------- -------------
Authorized Signature Date
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