Attached files
CORPORATE
CHARTER
I, ROSS
MILLER, the duly elected and qualified Nevada Secretary of State, do hereby
certify that HERMES
JETS INC., did on September 11, 2008, file in this office the original Articles
of Incorporation;
that said Articles of Incorporation are now on file and of record in the office
of the Secretary
of State of the State of Nevada. and further, that said Articles contain all the
provisions required
by the law of said State of Nevada.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office on September 12, 2008.
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Job
Number: C20080912-0057
Reference
Number: 20080606774-70
Expedite:
Through
Date:
The
undersigned filing officer hereby certifies that the attached copies are true
and exact copies of all requested statements and related subsequent
documentation filed with the
Secretary of State’s Office, Commercial Recordings Division listed on the
attached report.
Document Number(s)
|
Description
|
Number
of Pages
|
20080606774-70
|
Articles
of Incorporation
|
8
Pages/1 Copies
|
Commercial
Recording Division
202
N. Carson
Street
Carson City, Nevada
89701-4069
Telephone (775)
684-5708
Fax (775)
684-7138
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ATTACHMENT
TO
ARTICLES
OF INCORPORATION
FIRST. The
name of the
corporation is:
HERMES
JETS INC.
SECOND.
Its registered office in the State of Nevada is located at 2533 North
Carson Street, Carson City, Nevada 89706 the Corporation may maintain an office,
or offices, in such other place within or without the State of Nevada as may be
from time to tune designated by the Board of Directors, or by the By-Laws of
said Corporation, and that this Corporation may conduct all Corporation business
of every kind and nature, including the holding of all meetings of Directors and
Stockholders, outside the State of Nevada as well as within the State of
Nevada
THIRD. The objects for
which this Corporation is formed are: To engage in any lawful activity
including, but not limited to the following:
(A) Shall
have such rights,
privileges and powers as may
be confthed upon corporations by any existing
law.
(B) May at any time exercise
such rights,
privileges and powers, when not inconsistent with the purposes and objects
for which this corporation is
organized.
(C) Shall have power to have succession
by its corporate name
for the period limited
in its certificate or
articles of
incorporation, and when no period is limited,
perpetually, or
until dissolved and its affairs wound up according to
law.
(D) Shall have power to sue and be sued in any court of law or
equity.
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(E) Shall
have power to make contracts.
(F) 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.
(G) Shall have power to appoint
such officers
and agents as the affairs of the corporation shall
require, and to allow
them suitable compensation.
(H) Shall have power to make By-Laws 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 its
stockholders.
(I) Shall
have power to wind up
and dissolve
itself; or be wound up or
dissolved.
(J) Shall
have power to adopt
and
use a
common seal or stamp,
and
alter
the same at pleasure. 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 nonuse shall not in
any
way
affect the legality of
the document.
(K) Shall have 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 evidences 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 any other
lawful object.
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(L) Shall have 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 evidences of the indebtedness created by, any other
corporation or
corporations of the State
of Nevada, or any other state or government, and, while owners of such stock, bonds, securities
or evidences of indebtedness, to exercise all the
rights, powers and privileges of ownership, including the right to vote, if any.
(M) Shall
have 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.
(N) Shall have power 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 any foreign countries.
(O) Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate
or articles of
incorporation, or any amendment 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 objects of the corporation,
whether or not such business is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation, or any amendment
thereof.
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(P) Shall
have power to make donations for the public welfare or for charitable, scientific or educational
purposes.
(Q)
Shall have power to enter into partnerships, general or limited, or joint
ventures, in connection with any lawful activities, as may be allowed by
law.
FOURTH.
That the total number
of common stock authorized
that may be issued by the Corporation is 100,000,000
shares of stock with a nominal par value
of $.001 and no other
class of stock shalL be
authorized. Said shares
may be issued by the
corporation, from time to
time, for such considerations
as may be fixed by the Board of Directors.
FIFTH. The
governing board of this corporation shall be known as
directors, and the number
of directors may
from time to time be increased or decreased in such manner as shall
be provided by the
By-Laws of this Corporation,
providing that the number
of directors shall not be reduced to fewer than one
(1).
The name
and post office address of the first board of Directors shall
be one (1) in number and listed as
follows:
NAME
POST
OFFICE
ADDRESS
Brent Buscay
2533 North
Carson Street
Carson City,
Nevada 89706
SIXTH. The capital stock, after the amount of the subscription
price, or par value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.
SEVENTH. The name and post office address of the Jncorporator signing the
Articles of Incorporation is as
follows:
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NAME POST OFFICE ADDRESS
Brent Buscay
2533
North Carson Street
Carson City,
Nevada 89706
EIGHTH. The registered agent for this corporation shall
be:
LAUGHLIN
ASSOCIATES, INC.
The address
of said agent, and, the registered or statutory address of this corporation in
the state of Nevada, shall be:
2533 North
Carson Street
Carson City,
Nevada 89706
NINTH. The corporation is to have perpetual
existence.
TENTH. In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is expressly
authorized:
Subject to
the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the
By-Laws of the Corporation.
To fix the
amount to be reserved as working capital over and above its capital stock paid
in; to authorize and cause to be executed, mortgages and liens upon the real and
personal property of this Corporation.
By resolution
passed by a majority of the whole Board, to designate one (1) or more
committees, each committee to consist of one or more of the Directors of the
Corporation, whicb, to the extent provided in the resolution, or in the By-Laws
of the Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation. Such
committee, or committees, shall have such name, or 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.
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When and as
authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders
meeting called for that purpose, or when authorized by the written
consent of the holders of at least a majority of the
voting stock issued and outstanding, the Board of Directors shall have power and
authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its corporate franchises,
upon such terms and conditions as its board of Directors deems expedient and for
the best interests of the Corporation
ELEVENTH. No shareholder shall be entitled as a matter of
right to subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
TWELFTH. No director or officer of the Coip&ation
shall be personally liable to the Corporation or any of its stockholders for
damages for breach of fiduciary duty as a director or officer invoLving any act
or omission of any such director or officer; provided, however, that the
foregoing provision shall not eliminate or limit the liability of a director or
officer (i) for acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. 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.
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THIRTEENTH. This Corporation reserves the right to amend,
alter, change or repeal any
provision contained in the Articles of Incorporation, in the inarmer
now or hereafter prescribed
by statute, or by
the Articles of Incorporation,
and all rights conferred upon Stockholders herein are granted subject to
this reservation.
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