Exhibit 3.1
FILED #C31511-02
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DEC 24 2002
IN THE OFFICE OF
/s/ DEAN HELLER
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
NATIONAL FILING AGENTS, INC.
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KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a corporation under
and by virtue of the laws of the State of Nevada, do hereby adopt the
following Articles of Incorporation.
1. NAME OF COMPANY:
National Filing Agents, Inc.
2. RESIDENT AGENT:
The resident agent of the Company is:
Edward C. Zimmerman, III
3415 Ocatillo Mesa Way
North Las Vegas, Nevada 89031
3. BOARD OF DIRECTORS:
The company shall initially have one (1) director. He is: Edward
Zimmerman, III, 3415 Ocatillo Mesa Way, North Las Vegas, NV 89031. This
individual shall serve as director until his successor or successors have been
elected and qualified. The number of directors may be increased or decreased
by a duly adopted amendment to the By-Laws of the Corporation.
4. AUTHORIZED SHARES:
The total authorized capital stock of the corporation shall be as
follow:
Sixty Million (60,000,000) shares of Class A Common Stock of the Par
Value of $0.001 all of which shall be entitled to voting power.
Five million (5,000,000) authorized Series A Preferred Shares with a par
value of $0.001 and such other terms as determined by the board of Directors of
the corporation prior to their issuance. Each Series A Preferred Share shall
have voting rights and shall carry a voting weight equal to ten (10) Common
Shares. Each Series A Preferred Share may be converted into ten (10) Common
Shares upon approval by the Board of Directors of the corporation.
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Five million (5,000,000) authorized Series B Preferred Shares with a par
value of $0.001 per share and such other terms as may be determined prior to
their issuance by the Board of Directors. Each Series B Preferred Share shall
have voting rights and shall carry a voting weight equal to two (2) Common
Shares. Each Series B Preferred Share may be converted into two (2) Common
Shares upon approval by the Board of Directors.
Five million (5,000,000) authorized Series C Preferred Shares with a par
value of $0.001 per share and such other terms as may be determined by the
Board of Directors prior to their issuance. No Series C Preferred Share shall
have voting rights.
The Common Stock and/or Preferred Stock of the Company may be issued
from time to time without prior approval by the stockholders. The Common Stock
and/or Preferred Stock may be issued for such consideration as may be fixed
from time to time by the Board of Directors. The Board of Directors may issue
such shares of Common and/or Preferred Stock in one or more series, with such
voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution of
resolutions.
5. PREEMPTIVE RIGHTS AND ASSESSMENT OF SHARES:
Holders of Common Stock or Preferred Stock of the Corporation shall
not have any preference, preemptive right or right of subscription to acquire
shares of the Corporation authorized, issued, or sold, or to be authorized,
issued or sold, or to any obligations or shares authorized or issued or to be
authorized or issued, and convertible into shares of the Corporation, nor to
any right of subscription thereto, other than to the extent, if any, the Board
of Directors in its sole discretion, may determine from time to time.
6. DIRECTORS' AND OFFICERS' LIABILITY:
A director or officer of the Corporation shall not be personally liable
to this Corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer, but this Article shall not eliminate or limit
the liability of a director or officer for (i) acts or omissions which involve
international misconduct, fraud or a knowing violation of the law or (ii) the
unlawful payment of dividends. Any repeal or modification of the Article by
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 of omissions prior to such repeal of
modification.
7. INDEMNITY:
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any such action, suit or proceeding, whether civil,
criminal, administrative or investigative, by the reason of the fact that he or
she or a person with whom he or she is a legal representative, is or was a
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director of the Corporation, or who is serving at the request of the
Corporation as a director or officer of another corporation, or is a
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under the laws of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines, and
amounts paid or to be paid in a settlement) reasonably incurred or suffered by
him or her in connection therewith. Such right of indemnification shall be
contract right which may be enforced in any manner desired by such person. The
expenses of officers and directors incurred in defending a civil suit or
proceeding must be paid by the Corporation as incurred and in advance of the
final disposition of the action, suit, or proceeding, under receipt of an
undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he or she
is not entitled to be indemnified by the Corporation. Such right of
indemnification shall not be exclusive of any other right of such directors,
officers or representatives may have or hereafter acquire, and without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of stockholders,
provision of law, or otherwise, as well as their rights under this article.
Without limiting the application of the foregoing, the Board of
Directors may adopt By-Laws from time to time without respect to
indemnification, to provide at all times the fullest indemnification permitted
by the laws of the State of Nevada, and may cause the Corporation to purchased
or maintain insurance on behalf of any person who is or was a director or
officer.
8. AMENDMENTS:
Subject at all times to the express provisions of Section 4 on the
Assessment of Shares, this Corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of Incorporation or
its By-Laws, in the manner now or hereafter prescribed by statute or the
Articles of Incorporation of said By-Laws, and all rights conferred upon
shareholders are granted subject to this reservation.
9. POWER OF DIRECTORS:
In furtherance, and not in limitation of those powers conferred by
statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any adopted by the shareholders, to
make, alter or repeal the By-Laws of the corporation;
(b) To authorize and caused to be executed mortgages and lines, with or
without limitations as to amount, upon the real and personal property of the
corporation;
(c) To authorize the guaranty by the Corporation of the securities,
evidences of indebtedness and obligations of other persons, corporations or
business entities;
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(d) To set apart out of any funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve;
(e) By resolution adopted by the majority of the whole Board, to
designate one or more committees to consist of one or more Directors of the
Corporation, which, to the extent provided on the resolution or in the By-Laws
of the Corporation, shall have and may authorize the seal of the Corporation to
be affixed to all papers which may require it. Such committee or committees
shall have name and names as may be stated in the By-Laws of the Corporation or
as may be determined from time to time by resolution adopted by the Board of
Directors.
All the corporate powers of the Corporation shall be exercised by the
Board of Directors except as otherwise herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand on 11th day of December,
2002, hereby declaring and certifying that the facts stated hereinabove are
true.
SIGNATURE OF INCORPORATOR:
Name: Edward C. Zimmerman, III
Address: 3415 Ocatillo Mesa Way
North Las Vegas, Nevada 89031
Signature: /s/ Edward C Zimmerman, III
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STATE OF NEVADA )
) ss.
County of Clark )
The foregoing instrument was acknowledged before me this 11th day of
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December, 2002.
/s/ Tina M. McCombs
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Notary Public
{STATE SEAL} Notary Public - State of Nevada
County of Clark
TINA M. McCOMBS
My Appointment Expires
No:94-1940-1 July 31, 2006
Certificate of Acceptance of Appointment of Resident Agent:
I, Edward C. Zimmerman, III, hereby accepts appointment as Resident
Agent for the above named corporation.
/s/ Edward C. Zimmerman, III
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Edward Zimmerman III
Signature of Resident Agent
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