CHARTER
OF
Wilon Resources, Inc.
The undersigned person under Tennessee Business Corporation Act adopt(s)
the following charter for the above listed corporation:
1. The name of the Corporation is Wilon Resources, Inc.
2. The number of shares of stock the corporation is authorized to issue is
One Thousand (No Par).
3. (a) The complete address of the corporation's initial registered office
in Tennessee is
949 Lula Lake Road, Lookout Mountain, Tennessee 37350
County of Hamilton
(b) The name of the initial registered agent, to be located at the address
listed in 3(a), is S.J. Rutledge
4. The name and complete address of each incorporator is:
S.J. Rutledge, 949 Lula Lake Road, Lookout Mountain, Tennessee 37350
5. The complete address of the corporation's principal office is:
949 Lula Lake Road, Lookout Mountain, Tennessee 37350
6. The corporation is for profit.
7. Other provisions:
The purpose for which the corporation is organized as:
(a) To purchase, or in any way acquire for investment or for sale or
otherwise, lands, contracts for the purchase or sale of lands, buildings,
improvements, and any real property of any kind or any interest therein, and as
the consideration for the same to pay cash or to issue the capital stock,
debenture bonds, mortgage bonds, or other obligations of the corporation, and to
sell, convey, lease, mortgage, deed of trust, turn to account, otherwise deal
with all or any part of the property of the corporation to make and obtain loans
upon real estate, improve or unimproved, and upon personal property, giving or
taking evidences of indebtedness and securing the payment thereof by mortgage,
trust deed, pledge or otherwise, and to enter into contracts to buy or sell any
property, real or personal, to buy and sell mortgages, trust deeds, contracts,
and evidences of indebtedness, paying for the same in cash, stock or bonds, of
this corporation and to draw, make, accept endorse, discount, execute, and issue
promissory notes, bills of exchange, warrants, instruments, or obligations of
the corporation, from time to time, for any of the objects or purposes of the
corporation without restriction or limit as to amount.
(b) To engage in any lawful business; to do all and everything necessary,
suitable, or proper for the accomplishment of any of the purposes, attainment of
any of the objectives, or the exercise of any of the powers herein set forth,
either alone of in conjunction with other corporations, firms or individuals,
and either as principals or agents, and to do every other act or acts, thing or
things incidental or pertinent to or growing out of or connected with the above
mentioned objectives, purpose, or powers.
(c) In general to have and to exercise any and all powers that corporations
have and may have under the laws of the State of Tennessee, and as the same may
be amended, for any lawful purpose.
September 29, 1998 ss//S.J. Rutledge_____
Signature Date Incorporator's Name
S.J. Rutledge______
Incorporator's Name
Article 2 is hereby amended to read as follows:
This corporation shall have the authority to issue two classes of capital
stock the total of which shall be 60,000,000 shares. The classification and par
value of 50,000,000 shares shall be common voting stock having a par value of
$.001 per share, and each share shall be entitled to the same dividend,
liquidation, and voting rights; the classification and par value of 10,000,000
shares shall be preferred stock having a par value of $.001 per share. Said
preferred stock may be issued from time to time in one or more classes or series
with such dividend rates, voting rights, rights of conversion, rights upon
dissolution or liquidation, and with such designations or restrictions thereof
as shall be determined by resolution adopted by the Board of Directors at the
time such stock is issued without further approval of the shareholders.
A new Article 8 is hereby adopted to read as follows:
The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the Tennessee business Corporation
Act, as the same may be amended and supplemented.
A new Article 9 is hereby adopted to read as follow:
The Corporation shall, to the fullest extent permitted by the provisions of
Tennessee Business Corporation Act, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any by-law, agreement, vote of stock
holders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such person may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.