Exhibit 3.1
ARTICLES OF INCORPORATION
OF
FONA, INC.
KNOW ALL BY THESE PRESENTS, that the undersigned, desiring to be
incorporated as a Corporation in accordance with the laws of the State of
Nevada, hereby certifies and adopts 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 hereafter
become members of this Corporation and who may hold stock therein.
ARTICLE I
The name of the Corporation is: FONA, INC.
ARTICLE II
The name and address of the registered agent of the Corporation in the
State of Nevada is:
National Registered Agents, Inc. of NV
1000 East William, Suite 204
Carson City, NV 89701
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
The nature and purpose of this business shall be to conduct any lawful
activity as governed by the laws of the State of Nevada.
ARTICLE IV
The authorized capital stock of this Corporation is 800,000,000 shares of
capital stock, consisting of 780,000,000 shares of common stock with full voting
rights and with a par value of $0.001 per share, and 20,000,000 shares of
preferred stock, with a par value of $0.001 per share (the "Preferred Stock").
The Preferred Stock may be issued from time to time in one or more series
with such designations, preferences and relative participating, optional or
other special rights and qualifications, limitations or restrictions thereof, as
shall be stated in the resolutions adopted by the Corporation's Board providing
for the issuance of such Preferred Stock or series thereof; and the Board is
hereby vested with authority to fix such designations, preferences and relative
participating, optional or other special rights or qualifications, limitations,
or restrictions for each series, including, but not by way of]imitation, the
power to fix the redemption and liquidation preferences, the rate of dividends
payable and the time for and the priority of payment thereof
and to determine whether such dividends shall be cumulative or not and to
provide for and fix the terms of conversion of such Preferred Stock or any
series thereof into Common Stock of the Corporation and fix the voting power, if
any, of shares of Preferred Stock or any series thereof.
Pursuant to NRS 78.385 and NRS 78.390, and any successor statutory
provisions, the Board is authorized to adopt a resolution to increase, decrease,
add, remove or otherwise after any current or additional classes or series of
this Corporation's capital stock by a board resolution amending these Articles,
in the Board's sole discretion for increases or decreases of any class or series
of authorized stock where applicable pursuant to NRS 78.207 and any successor
statutory provision, or otherwise subject to the approval of the holders of at
least a majority of shares having voting rights, either in a special meeting or
the next annual meeting of shareholders. Pursuant to NRS 78.2055 and any
successor statutory provisions, the Board is authorized to adopt a resolution to
decrease the number of issued and outstanding shares of a class or series
without correspondingly decreasing the number of authorized shares of the same
class or series and without the approval of the stockholders. Notwithstanding
the foregoing, where any shares of any class or series would be materially and
adversely affected by a change as described in either of the two preceding
sentences, shareholder approval by the holders of at least a majority of such
adversely affected shares must also be obtained before filing an amendment with
the Office of the Secretary of State of Nevada. The capital stock of this
Corporation shall be non-assessable and shall not be subject to assessment to
pay the debts of the Corporation.
ARTICLE V
Members of the 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 Bylaws. The name and address of the first Board of
Directors is as follows:
Michael Freiss
5353 Manhattan Circle, Suite 201
Boulder, CO 80303
Sanford Schwartz
5353 Manhattan Circle, Suite 201
Boulder, CO 80303
Chloe DeVita
5353 Manhattan Circle, Suite 201
Boulder, CO 80303
The number of members of the Board shall not be less than one (1) or more
than nine (9). The officers of the Corporation shall be a President, Secretary
and Treasurer. The Corporation may have such additional officers as may be
determined from time to time in accordance with the Bylaws. The officers shall
have the powers, perform the duties, and be appointed as may be determined in
accordance with the Bylaws and laws of the State of Nevada. Any person may hold
two (2) or more offices in this Corporation.
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ARTICLE VI
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 hereafter be provided by law for corporations in the
State of Nevada.
ARTICLE VII
No shareholder shall be liable for the debts of the Corporation beyond the
amount that may be due or unpaid upon any share or shares of stock of this
Corporation owned by that person.
ARTICLE VIII
Each shareholder entitled to vote at any election for Directors shall have
the right to vote, in person or by proxy, the number of shares owned by such
shareholder for each Director to be elected. Shareholders shall not be entitled
to cumulative voting rights.
ARTICLE IX
The Directors shall have the powers to make and alter the Bylaws of the
Corporation. Bylaws made by the Board under the powers so conferred may be
altered, amended, or repealed by the Board or by the shareholders at any meeting
called and held for that purpose.
ARTICLE X
The Corporation specifically elects not to be governed by NRS 78.411 to NRS
78.444, inclusive, and successor statutory provisions.
ARTICLE XI
The Corporation shall indemnify all Directors, officers, employees, and
agents to the fullest extent permitted by Nevada law as provided within NRS
78.7502 and 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
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, proceeding or settlement, provided such person
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.
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The expenses of Directors, officers, employees or agents of the Corporation
incurred in defending a civil or criminal action, suit, or proceeding may 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,
officer, employee or agent undertakes to repay said expenses to the Corporation
if it is ultimately determined by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, that he is not entitled to be indemnified
by the Corporation. No indemnification shall be applied, and any advancement of
expenses to or on behalf of any Director, officer, employee or agent must be
returned to the Corporation, if a final adjudication establishes that the
person's acts or omissions involved a breach of any fiduciary duties, where
applicable, intentional misconduct, fraud or a knowing violation of the law
which was material to the cause of action.
ARTICLE XII
The name and address of the incorporator of this Corporation is:
Raymond W. Faricy, III
Lindquist & Vennum P.L.L.P.
80 South 8th Street, #4200 IDS Center
Minneapolis, MN 55402
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation of FONA, INC. on February 4,2009.
/s/ Raymond W. Faricy, III
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Raymond W. Faricy, III, Incorporator
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