Exhibit 3.1
ARTICLES OF INCORPORATION
(PRUSUANT TO NRS 78)
1. Name of Corporation:
Allmarine Consultants Corporation
2. Resident Agent Name and Street Address:
Incorp Services, Inc.
3155 East Patrick Lane - Suite 1
Las Vegas, Nevada 89120-3481
3. Shares:
Number of shares with par value: 100,000,000 Par Value: $0.001
Number of shares without par value: -0-
4. Names and Addresses of Board of Director/Trustees:
Michael Chavez
8601 RR 2222, Bldg. 1, Ste. 210
Austin, Tx 78730
Arthur Stone
8601 RR 2222, Bldg. 1, Ste. 210
Austin, Tx 78730
5. Purpose:
The purpose of this Coporation shall be:
6. Names, Addresses and Signatures of Incorporators:
Michael A. Chavez /s/ Michael Chavez
8601 RR 2222, Bldg. 1 Ste. 210
Austin, Tx 78730
7. Certificate of Acceptance of Appointment of Resident Agent:
I hereby accept appointment as Resident Agent for the above named
corporation.
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Authorized Signature of R.A. or On Behalf of R.A. Company Date
ARTICLES OF INCORPORATION
OF
ALLMARINE CONSULTANTS CORPORATION
ARTICLE I.
The name of the corporation (hereinafter called the "Corporation") is:
Allmarine Consultants Corporation
ARTICLE II.
The resident agent and registered office of the Corporation within the
State of Nevada is Incorp Services, Inc., 3155 East Patrick Lane - Suite 1, Las
Vegas, Nevada, 89120-3481.
ARTICLE III.
The nature of the business of the Corporation and the objects or the
purposes to be transacted, promoted, or carried on by it are as follows:
To engage in any lawful activity for which Corporations may be incorporated
under the Nevada General Corporation Law.
ARTICLE IV.
The total number of shares of stock that the Corporation shall have
authority to issue is 110,000,000, consisting of 100,000,000 shares of common
stock, par value $.001 per share ("Common Stock"), and 10,000,000 shares of
preferred stock par value $.001 per share ("Preferred Stock").
Shares of Preferred Stock of the Corporation may be issued from time to
time in one or more series, each of which shall have such distinctive
designation or title as shall be determined by the Board of Directors of the
Corporation ("Board of Directors") prior to the issuance of any shares thereof.
Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or resolutions providing for the issue of
such class or series of Preferred Stock as may be adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof. The number
of authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the voting power of all the then outstanding shares
of the capital stock of the corporation entitled to vote generally in the
election of the directors (the "Voting Stock"), voting together as a single
class, without a separate vote of the holders of the Preferred Stock, or any
series thereof, unless a vote of any such holders is required pursuant to any
Preferred Stock Designation.
ARTICLE V.
The governing Board of the Corporation shall be styled as a "Board of
Directors," and any member of said Board shall be styled as a "director."
The number of members constituting the first Board of Directors of the
Corporation is two (2); and the name and the post office address of said members
is as follows:
NAME ADDRESS
---- -------
8601 RR. 2222, Bldg. 1, Ste. 210
MICHAEL CHAVEZ Austin, Texas, 78730
8601 RR. 2222, Bldg. 1, Ste. 210
ARTHUR STONE Austin, Texas, 78730
The number of directors of the Corporation may be increased or decreased in
the manner provided in the Bylaws of the Corporation; provided, that the number
of directors shall never be less than one. In the interim between elections of
directors by stockholders entitled to vote, all vacancies, including vacancies
caused by an increase in the number of directors and including vacancies
resulting from the removal of directors by the stockholders entitled to vote
which are not filled by said stockholders, may be filled by the remaining
directors, though less than a quorum.
ARTICLE VI.
No fully paid shares of any class of stock of the Corporation shall be
subject to any further call or assessment in any manner or for any cause. The
good faith determination of the Board of Directors of the Corporation shall be
final as to the value received in consideration of the issuance of fully paid
shares.
ARTICLE VII.
The name and the post office address of the incorporator signing these
Articles of Incorporation is as follows:
NAME ADDRESS
---- -------
8601 RR. 2222, Bldg. 1, Ste. 210
MICHAEL CHAVEZ Austin, Texas, 78730
ARTICLE VIII.
The Corporation shall have perpetual existence.
ARTICLE IX.
The holders of a majority of the outstanding shares of stock which have
voting power shall constitute a quorum at a meeting of stockholders for the
transaction of any business unless the action to be taken at the meeting shall
require a greater proportion.
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to fix the amount to be reserved
as working capital over and above its paid-in capital stock, and to authorize
and cause to be executed, mortgages and liens upon the real and personal
property of the Corporation.
ARTICLE X.
The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the Nevada General Corporation
Law, as the same may be amended and supplemented.
ARTICLE XI.
The Corporation shall, to the fullest extent permitted by the Nevada
General Corporation Law, as the same may be amended and supplemented, indemnify
any an all persons whom it shall have power to indemnify under said Law from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said Law, and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders 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.
ARTICLE XII.
The Corporation reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
ARTICLE XIII.
Shareholders of the Corporation shall not have cumulative voting rights nor
preemptive rights.
Signed this 18 day of May, 2005
ALLMARINE CONSULTANTS CORPORATION
By: /s/ Michael Chavez
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Michael Chavez, Incorporator