Exhibit 3.1
Articles Of Incorporation
Of
Elli Tsab, Inc.
Know all men by these present that the undersigned have this day voluntarily
associated ourselves together for the purpose of forming a corporation for the
transaction of business and the promotion and conduct of the objects and
purposes hereinafter stated, under and pursuant to the provisions of Nevada
Revised Statutes 78.010 to 78.090 inclusive as amended and do state and certify
that the articles of incorporation are as follows:
First: Name
The name of the corporation is Elli Tsab, Inc., (The "Corporation").
Second: Registered Office and Agent
The address of the principal office of the corporation in the State Of
Nevada is 3675 Pecos-McLeod, Suite 1400, in the city of Las Vegas,
County of Clark. The name and address of the corporation's Registered
Agent in the State of Nevada is Incorp Services, Inc., at said address,
until such time as another agent is duly authorized and appointed by the
corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under
the Nevada Revised Statutes of the State of Nevada, including, but not
limited to the following:
(a) The Corporation may at any time exercise such rights,
privileges, and powers, when not inconsistent with the
purposes and object for which this corporation is organized;
(b) The Corporation shall have power to have succession by its
corporate name in perpetuity, or until dissolved and its
affairs wound up according to law;
(c) The Corporation shall have power to sue and be sued in any
court of law or equity;
(d) The Corporation shall have power to make contracts;
(e) The Corporation shall have power to hold, purchase and
convey real and personal estate and to mortgage or lease any
such real and personal estate with its franchises. The power
to hold real and personal estate shall include the power to
take the same by devise or bequest in the State of Nevada,
or in any other state, territory or country;
(f) The corporation shall have power to appoint such officers
and agents as the affairs of the Corporation shall requite
and allow them suitable compensation;
1
(g) The Corporation shall have power to make bylaws not
inconsistent with the constitution or laws of the United
States, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the
transfer of its stock, the transaction of its business and
the calling and holding of meetings of stockholders;
(h) The Corporation shall have the power to wind up and dissolve
itself, or be wound up or dissolved;
(i) The Corporation shall have the power to adopt and use a
common seal or stamp, or to not use such seal or stamp and
if one is used, to alter the same. The use of a seal or
stamp by the corporation on any corporate documents is not
necessary. The Corporation may use a seal or stamp, if it
desires, but such use or non-use shall not in any way affect
the legality of the document;
(j) The Corporation Shall have the power to borrow money and
contract debts when necessary for the transaction of its
business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of
its incorporation; to issue bonds, promissory notes, bills
of exchange, debentures and other obligations and evidence
of indebtedness, payable at a specified time or times, or
payable upon the happening of a specified event or events,
whether secured by mortgage, pledge or otherwise, or
unsecured, for money borrowed, or in payment for property
purchased, or acquired, or for another lawful object;
(k) The Corporation shall have the power to guarantee, purchase,
hold, sell, assign, transfer, mortgage, pledge or otherwise
dispose of the shares of the capital stock of, or any bonds,
securities or evidence in indebtedness created by any other
corporation or corporations in the State of Nevada, or any
other state or government and, while the owner of such
stock, bonds, securities or evidence of indebtedness, to
exercise all the rights, powers and privileges of ownership,
including the right to vote, if any;
(l) The Corporation shall have the power to purchase, hold, sell
and transfer shares of its own capital stock and use
therefor its capital, capital surplus, surplus or other
property or fund;
(m) The Corporation shall have to conduct business, have one or
more offices and hold, purchase, mortgage and convey real
and personal property in the State of Nevada and in any of
the several states, territories, possessions and
dependencies of the United States, the District of Columbia
and in any foreign country;
2
(n) The Corporation shall have the power to do all and
everything necessary and proper for the accomplishment of
the objects enumerated in its articles of incorporation, or
any amendments thereof, or necessary or incidental to the
protection and benefit of the Corporation and, in general,
to carry on any lawful business necessary or incidental to
the attainment of the purposes of the Corporation, whether
or not such business is similar in nature to the purposes
set forth in the articles of incorporation of the
Corporation, or any amendment thereof;
(o) The Corporation shall have the power to make donations for
the public welfare or for charitable, scientific or
educational purposes;
(p) The Corporation shall have the power to enter partnerships,
general or limited, or joint ventures, in connection with
any lawful activities.
Fourth: Capital Stock
1. Classes and Number of Shares. The total number of shares of all
classes of stock, which the corporation shall have authority to
issue is Five-Million (5,000,000), consisting of Five-Million
(5,000,000) shares of Common Stock with a par value of $0.001 per
share (The "Common Stock").
2. Powers and Rights of Common Stock
(a) Preemptive Right: No shareholders of the Corporation holding
common stock shall have any preemptive or other right to
subscribe for any additional un-issued or treasury shares of
stock or for other securities of any class, or for rights,
warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying
stock purchase warrants or privileges unless so authorized
by the Corporation;
(b) Voting Rights and Powers: With respect to all matters upon
which stockholders are entitled to vote or to which
stockholders are entitled to give consent, the holders of
the outstanding shares of the Common Stock shall be entitled
to cast thereon one (1) vote in person or by proxy for each
share of the Common Stock standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends: Holders of Common Stock shall be
entitled to receive such cash dividends as may be
declared thereon by the Board of Directors from
time to time out of assets of funds of the
Corporation legally available therefor;
(ii) Other Dividends and Distributions: The Board of
Directors may issue shares of the Common Stock in
the form of a distribution or distributions
pursuant to a stock dividend or split-up of the
shares of the Common Stock;
3
(iii) Other Rights: Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be
provided in these Articles of Incorporation, each
share of the Common Stock shall have identical
powers, preferences and rights, including rights
in liquidation;
3. Issuance of the Common Stock: The Board of Directors of the
Corporation may from time to time authorize by resolution the
issuance of any or all shares of the Common Stock herein authorized
in accordance with the terms and conditions set forth in these
Articles of Incorporation for such purposes, in such amounts, to
such persons, corporations, or entities, for such consideration all
as the Board of Directors in its discretion may determine and
without any vote or other action by the stockholders, except as
otherwise required by law. The Board of Directors, from time to
time, also may authorize, by resolution, options, warrants and other
rights convertible into Common stock ( "securities.") The securities
must be issued for such consideration, including cash, property, or
services, as the Board or Directors may deem appropriate, subject to
the requirement that the value of such consideration be no less than
the par value of the shares issued. Any shares issued for which the
consideration so fixed has been paid or delivered shall be fully
paid stock and the holder of such shares shall not be liable for any
further call or assessment or any other payment thereon, provided
that the actual value of such consideration is not less that the par
value of the shares so issued. The Board of Directors may issue
shares of the Common Stock in the form of a distribution or
distributions pursuant to a stock divided or split-up of the shares
of the Common Stock only to the then holders of the outstanding
shares of the Common Stock.
4. Cumulative Voting: Except as otherwise required by applicable law,
there shall be no cumulative voting on any matter brought to a vote
of stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers conferred by
statute and subject to Article Sixth hereof, the Board of Directors is
expressly authorized to adopt, repeal, rescind, alter or amend in any
respect the Bylaws of the Corporation (the "Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also be adopted,
repealed, rescinded, altered or amended in any respect by the
stockholders of the Corporation, but only by the affirmative vote of the
holders of not less than Fifty-Percent (50%) of the voting power of all
outstanding shares of voting stock, regardless of class and voting
together as a single voting class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be managed by and
under the direction of the Board of Directors. Except as may otherwise
be provided pursuant to Section 4 or Article Fourth hereof in connection
with rights to elect additional directors under specified circumstances,
the exact number of directors of the Corporation shall be determined
from time to time by a bylaw or amendment thereto, providing that the
number of directors shall not be reduced to less that two (2). The
directors holding office at the time of the filing of these Articles of
Incorporation shall continue as directors until the next annual meeting
and/or until their successors are duly chosen.
4
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each director shall
serve for a term of one year ending on the date of subsequent Annual
Meeting of Stockholders of the Corporation (the "Annual Meeting")
following the Annual Meeting at which such director was elected. All
directors shall have equal standing.
Not withstanding the foregoing provisions of this Article Eighth each
director shall serve until their successor is elected and qualified or
until their death, resignation or removal; no decrease in the authorized
number of directors shall shorten the term of any incumbent director;
and additional directors, elected pursuant to Section 4 or Article
Fourth hereof in connection with rights to elect such additional
directors under specified circumstances, shall not be included in any
class, but shall serve for such term or terms and pursuant to such other
provisions as are specified in the resolution of the Board or Directors
establishing such class or series.
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4 of Article
Fourth hereof in connection with rights to elect additional directors
under specified circumstances, newly created directorships resulting
from any increase in the number of directors, or any vacancies on the
Board of Directors resulting from death, resignation, removal, or other
causes, shall be filled solely by the quorum of the Board of Directors.
Any director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of directors in which the
new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified or until such
director's death, resignation or removal, whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4 or Article
Fourth hereof in connection with rights to elect additional directors
under specified circumstances, any director may be removed from office
only for cause and only by the affirmative vote of the holders of not
less than Fifty-Percent (50%) of the voting power of all outstanding
shares of voting stock entitled to vote in connection with the election
of such director, provided, however, that where such removal is approved
by a majority of the Directors, the affirmative vote of a majority of
the voting power of all outstanding shares of voting stock entitled to
vote in connection with the election of such director shall be required
for approval of such removal. Failure of an incumbent director to be
nominated to serve an additional term of office shall not be deemed a
removal from office requiring any stockholder vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the stockholders of the
Corporation must be effective at a duly called Annual Meeting or at a
special meeting of stockholders of the Corporation, unless such action
requiring or permitting stockholder approval is approved by a majority
of the Directors, in which case such action may be authorized or taken
by the written consent of the holders of outstanding shares of Voting
Stock having not less than the minimum voting power that would be
necessary to authorize or take such action at a meeting of stockholders
at which all shares entitled to vote thereon were present and voted,
provided all other requirements of applicable law these Articles have
been satisfied.
5
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by a majority of the Board of
Directors or by the Chairman of the Board or the President. Special
meeting may not be called by any other person or persons. Each special
meeting shall be held at such date and time as is requested by the
person or persons calling the meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held within or
without the State of Nevada, as the Bylaws may provide. The books of the
Corporation may be kept (subject to any provision of the Nevada Revised
Statutes) outside the State of Nevada at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever and the stockholders
shall not be personally liable for the payment of the corporation's
debts.
Fifteenth: Stockholder Appraisal Rights in Business Combinations.
To the maximum extent permissible under the Nevada Revised Statutes of
the State of Nevada, the stockholders of the Corporation shall be
entitled to the statutory appraisal rights provided therein, with
respect to any business Combination involving the Corporation and any
stockholder (or any affiliate or associate of any stockholder), which
required the affirmative vote of the Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal, rescind, alter or
amend in any respect any provision contained in these Articles of
Incorporation in the manner now or hereafter prescribed by applicable
law and all rights conferred on stockholders herein granted subject to
this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
6
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal liability to the
Corporation or any of its stockholders for monetary damages for breach
of fiduciary duty as a director or officers involving any act or
omission of any such director or officer. The foregoing provision shall
not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law, (iii) under
applicable Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes
or, (v) for any transaction from which the director derived an improper
personal benefit. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director
or officer of the Corporation for acts or omissions prior to such repeal
or modification.
Nineteenth: Name and Address of first Directors and Incorporators.
The names and addresses of the incorporators of the Corporation and the
first Directors of the Board of Directors of the Corporation which shall
be two (2) in number is as follows:
DIRECTOR #1 DIRECTOR #2
Jason Farrell Dawn Farrell
5087 Arrowhead Circle 5087 Arrowhead Circle
Salt Lake City, UT 84107 Salt Lake City, UT 84107
I, Jason Farrell, being the first director and Incorporator herein
before named, for the purpose of forming a corporation pursuant to the Nevada
Revised Statutes of the State of Nevada, do make these Articles, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set my hand this 30th day of May
2001.
By: /s/ Jason Farrell
-----------------------------
Jason Farrell
I, Dawn Farrell, being the second director and Incorporator herein
before named, for the purpose of forming a corporation pursuant to the Nevada
Revised Statutes of the State of Nevada, do make these Articles, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set my hand this 30th day of May
2001.
By: /s/ Dawn Farrell
-----------------------------
Dawn Farrell
7
STATE OF NEVADA
SECRETARY OF STATE
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
IN THE MATTER OF Elli Tsab, Inc., a Nevada corporation, Incorp Services, Inc.,
with the address at 3675 Pecos-McLeod, Suite 1400, County Of Clark, State of
Nevada, hereby accepts the appointment as Resident Agent of the above-entitled
corporation in accordance with NRS 78.090.
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of May 2001.
- ------------------------------
Incorp Services, Inc. or
Authorized Signatory
8