Attached files
Exhibit 3.1
ARTICLES
OF INCORPORATION
OF
PATIO
BAHIA, INC.
The
undersigned, acting as incorporator of PATIO BAHIA, INC., under the Florida
General Corporation Act, adopts the following Articles of
Incorporation
ARTICLE I
NAME
The name
of the corporation is:
PATIO
BAHIA, INC.
ATICLE II
COMMENCEMENT OF EXISTENCE
This
existence of the corporation will commence on the date of filing of these
Articles of Incorporation.
ARTICLE
III PURPOSE
The
corporation is formed for the purpose of engaging in the business of IMPORT and
SALE OF PATIO FURNITURE and in all businesses incidental thereto, and may also
engage in any activity or business permitted under the laws of the United States
and Florida.
ARTICLE
IV AUTHORIZED SHARES
The
maximum number of shares that the corporation is authorized to have outstanding
at any time is 7,500 shares of common stock having a par value of $1.00 per
share. The consideration to be paid for each share shall be fixed by
the board of directors and may be paid in whole or in part in cash or other
property, tangible or intangible or in labor or services actually performed by
the corporation with a value in the judgment of the directors, equivalent to or
greater than the full par value of the shares.
ARTICLE V
INITIAL REGISTERED OFFICE AND AGENT
The
street address of the initial
registered office of the corporation is:
400 S.
POINTE DRIVE #1704
MIAMI
BEACH, FL 33139
and the
name of the corporation's initial registered agent at the address is:
ZLATUSE
JERABKOVA
ARTICLE
Va PHYSICAL LOCATION OF BUSINESS
400 S.
POINTE DRIVE #1704
MIAMI
BEACH, FL 33139
ARTICLE
VI INITIAL BOARD OF DIRECTORS
The
corporation shall have one (4) directors initially. The number of
directors may be changed from time to time, as provided in the bylaws, but will
never be less than one. The name and street address of the initial
directors are:
|
NAME
|
Title
|
|
ZLATUSE
JERABKOVA
|
PRESIDENT
|
|
400
S. Pointe Drive #1704
|
|
|
Miami
Beach, FL 33139
|
|
|
NADIA
KNORPP
|
SECRETARY
|
|
400
S. Pointe Drive #1704
|
|
|
Miami
Beach, FL 33139
|
|
| Jeanne McCarthy | DIRECTOR |
| 400 S. Pointe Drive #1704 | |
| Miami Beach, FL 33139 | |
|
ANDRE
PLESSEL
|
DIRECTOR
|
|
400
S. Pointe Drive #1704
|
|
|
Miami
Beach, FL 33139
|
ARTICLE
VII INCORPORATOR
The name
and street address of the incorporator is:
ZLATUSE
JERABKOVA
400 S.
Pointe Drive #1704
Miami
Beach, FL 33139
ARTICLE
VIII BYLAWS
The power
to adopt, alter, amend or repeal bylaws shall be vested in the board of
directors and the shareholders, except that the board of directors may not amend
or repeal any bylaw adopted by the shareholders if the shareholders specifically
provide that the bylaws is not subject to amendment or repeal by the
directors.
ARTICLE
IX SEC. 1244 STOCK
It is the
intention and purpose of the subscribers of these Articles of Incorporation that
the stock of this corporation be qualified and subscribed to and sold all in
accordance with the provisions of Section 1244 of the Internal Revenue Code and
it is the contemplated that the stockholders and officers of this
corporation shall adopt such resolutions as are appropriate in order to
effectuate that treating of the stock this corporation under Section 1244 of the
Internal Revenue Code.
ARTICLE X
AMENDMENTS
The
corporation reserves the right to amend, alter, change or repeal any provison in
these Articles of Incorporation in the manner prescribed by law, and
all rights conferred on shareholders are subject to this reservations. These
Articles maybe amended prior to the issuance of shares of the corporation by the
unanimous approval or consent of the board of directors. There after,
every amendment shall be approved by the board of directors, proposed by them to
the shareholders, and approved at the shareholders' meeting by the holders of a
majority of the shares entitled to vote on the matter or in such other manner as
may be provided by law.
IN
WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation this 11th day of November 2002.
/s/
Zlatuse Jerabkova
Zlatuse
Jerabkova, President
ARTICLE
XI SUB CHAPTER S CORPORATION
The
corporation may elect to be an S Corporation as provided in Sub Chapter of the
Internal revenue Code of 1986, as amended
ACCEPTANCE
OF APPOINTMENT AS REGISTERED AGENT
Having
been named as registered agent, for Patio Bahia, Inc., in the foregoing Articles
of Incorporation, I, Hereby agree to accept service of process for said
Corporation and to comply with proper performance of the duties as registered
agent.
Patio
bahia, Inc., a Florida Corporation
/s/
Zlatuse Jerabkova,
Zlatuse
Jerabkova
Registered
Agent