ARTICLES OF INCORPORATION
OF
GOLF TRAVEL PROMOTIONS, INC.
The undersigned hereby adopts the following ARTICLES OF
INCORPORATION for the purpose of forming a Corporation under the
laws of the State of Florida:
ARTICLE 1. Name
The name of this Corporation is:
GOLF TRAVEL PROMOTIONS, INC.
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
Florida.
ARTICLE 3. Registered Office; Registered Agent
The address of the initial registered office of the
Corporation is 3360 NW 53rd Circle, Boca Raton, FL 33496 and the
name of its initial registered agent at such address is James G.
Dodrill II.
ARTICLE 4. Principal Office
The business address of the Corporation's principal office is:
11834 Island Lakes Lane
Boca Raton, FL 33498
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 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 Term: Each director shall hold office 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 Florida 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.
ARTICLE 7. Incorporators
The names and addresses of the incorporator is:
Name Address
------- ----------
James G. Dodrill II 3360 NW 53rd Circle, Boca Raton, FL 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
twenty-five million (25,000,000). The total number of shares of
common stock that the Corporation is authorized to issue is
twenty million (20,000,000) and the par value of each share of
such common stock is one-hundredth of one cent ($.0001) for an
aggregate par value of two thousand dollars ($2,000). The total
number of shares of preferred stock that the Corporation is
authorized to issue is five million (5,000,000) and the par value
of each share of such preferred stock is one-hundredth of one
cent ($.0001) for an aggregate par value of five hundred dollars
($500).
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 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 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 bylaws 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:
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 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.
IN WITNESS WHEREOF, the undersigned, as incorporator,
hereby executes these Articles of Incorporation this 15th day of
March 2002.
/s/ James G. Dodrill II
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