Attached files
| file | filename |
|---|---|
| 10-Q/A - FORM 10-Q AMENDMENT NO 1 - Network Cadence, Inc. | verecloud_10q.htm |
| EX-31.2 - EXHIBIT 31.2 - Network Cadence, Inc. | ex31x2.htm |
| EX-31.1 - EXHIBIT 31.1 - Network Cadence, Inc. | ex31x1.htm |
Exhibit
3.1
ARTICLES
OF INCORPORATION
OF
SAGE
INTERACTIVE, INC.
The
undersigned who, if a natural person, is eighteen years of age or older, hereby
establishes a corporation pursuant to the Nevada Revised Statutes and adopts the
following Articles of Incorporation:
ARTICLE
I
Name
The name
of the corporation is: Sage
Interactive, Inc.
ARTICLE
II
Purposes and
Powers
The
corporation shall have and may exercise all of the rights, powers and privileges
now or hereafter conferred upon corporations organized under the laws of Nevada.
In addition, the corporation may do everything necessary, suitable or proper for
the accomplishment of any of its corporate purposes. The corporation may conduct
part or all of its business in any part of Nevada, the United States or the
world and may hold, purchase, mortgage, lease and convey real and personal
property in any of such places.
ARTICLE
III
Capital
Stock
1. Authorized Shares of Common
Stock. The aggregate number of shares of stock which the corporation
shall have authority to issue is 100,000,000 shares of $.001 par value Common
Stock. The shares of this class of Common Stock shall have unlimited voting
rights and shall constitute the sole voting group of the corporation, except to
the extent any additional voting group or groups may hereafter be established in
accordance with the Nevada Revised Statutes. The shares of this class shall also
be entitled to receive the net assets of the corporation upon
dissolution.
2. Voting Rights; Denial of
Preemptive Rights. Each shareholder of record shall have one vote for
each share of stock standing in his name on the books of the corporation and
entitled to vote, except that in the election of directors each shareholder
shall have as many votes for each share held by him as there are directors to be
elected and for whose election the shareholder has a right to vote. Cumulative
voting shall not be permitted in the election of directors or otherwise.
Preemptive rights to purchase additional shares of stock are
denied.
3. Authorized Shares of
Preferred Stock. The corporation shall have the authority to issue
5,000,000 shares of $.001 par value Preferred Stock, which may be issued in one
or more series at the discretion of the board of directors. In establishing a
series, the board of directors shall give to it a distinctive designation so as
to distinguish it from the shares of all other series and classes, shall fix the
number of shares in such series, and the preferences, rights and restrictions
thereof. All shares of any one series shall be alike in every particular except
as otherwise provided by these Articles of Incorporation or the Nevada Revised
Statutes.
ARTICLE
IV
Initial Board of
Directors
The
number of directors of the corporation shall be fixed by the bylaws, or if the
bylaws fail to fix such a number, then by resolution adopted from time to time
by the board of directors, provided that the number of directors shall not be
less than one. One director shall constitute the initial board of directors. The
following person is elected to serve as the Corporation’s initial director until
the first annual meeting of shareholders or until his successor is duly elected
and qualified:
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Name
|
Address
|
|
|
Brian
D. Frenkel
|
2340
S. Columbine Street
|
|
|
Denver,
CO 80210
|
ARTICLE
V
Resident Office and Resident
Agent
The
street address of the initial resident office of the corporation is 502 East
John Street, Carson City, Nevada 89706. The name of the initial resident agent
of the Corporation at such address is CSC Services of Nevada, Inc.
ARTICLE
VI
Principal
Office
The
address of the initial principal office of the corporation is 2340 S. Columbine
Street, Denver, Colorado 80210.
ARTICLE
VII
Management of the
Business
The
following provisions are inserted for the management of the business and for the
conduct of the affairs of the corporation, and the same are in furtherance of
and not in limitation or exclusion of the powers conferred by law.
2
1. Conflicting Interest
Transactions. As used in this paragraph, “conflicting interest
transaction” means any of the following: (i) a loan or other assistance by the
corporation to a director of the corporation or to an entity in which a director
of the corporation is a director or officer or has a financial interest; (ii) a
guaranty by the corporation of an obligation of a director of the corporation or
of an obligation of an entity in which a director of the corporation is a
director or officer or has a financial interest; or (iii) a contract or
transaction between the corporation and a director of the corporation or between
the corporation and an entity in which a director of the corporation is a
director or officer or has a financial interest. No conflicting interest
transaction shall be void or voidable, be enjoined, be set aside, or give rise
to an award of damages or other sanctions in a proceeding by a shareholder or by
or in the right of the corporation, solely because the conflicting interest
transaction involves a director of the corporation or an entity in which a
director of the corporation is a director or officer or has a financial
interest, or solely because the director is present at or participates in the
meeting of the corporation’s board of directors or of the committee of the board
of directors which authorizes, approves or ratifies a conflicting interest
transaction, or solely because the director’s vote is counted for such purpose
if: (A) the material facts as to the director’s relationship or interest and as
to the conflicting interest transaction are disclosed or are known to the board
of directors or the committee, and the board of directors or committee in good
faith authorizes, approves or ratifies the conflicting interest transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors are less than a quorum; or (B) the material facts as
to the director’s relationship or interest and as to the conflicting interest
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the conflicting interest transaction is specifically authorized,
approved or ratified in good faith by a vote of the shareholders; or (C) a
conflicting interest transaction is fair as to the corporation as of the time it
is authorized, approved or ratified by the board of directors, a committee
thereof, or the shareholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes, approves or ratifies the conflicting interest
transaction.
2. Indemnification. The
corporation shall indemnify, to the maximum extent permitted by law, any person
who is or was a director, officer, agent, fiduciary or employee of the
corporation against any claim, liability or expense arising against or incurred
by such person made party to a proceeding because he is or was a director,
officer, agent, fiduciary or employee of the corporation or because he is or was
serving another entity or employee benefit plan as a director, officer, partner,
trustee, employee, fiduciary or agent at the corporation’s request. The
corporation shall further have the authority to the maximum extent permitted by
law to purchase and maintain insurance providing such
indemnification.
3. Limitation on Director’s or
Officer’s Liability. No director or officer of the corporation shall be
personally liable to the corporation or any of its shareholders 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 for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or the payment of dividends in violation of Section 78.300 of the Nevada
Revised Statutes. Any repeal or modification of this Article by the shareholders
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.
3
ARTICLE
VIII
Incorporator
The name
and address of the incorporator is:
Gary A.
Agron
5445 DTC
Parkway, Suite 520
Greenwood
Village, CO 80111
Dated
this 17th day
of July, 2007.
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INCORPORATOR:
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||
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/s/
Gary A. Agron
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||
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Gary
A. Agron
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||
4
ROSS
MILLER
Secretary
of State
204 North
Carson Street, Suite 1
Carson
City, Nevada 89701-4299
(775) 684
5708
Website:
www.nvsos.gov
________________________________________________
Certificate
of Amendment
(PURSUANT
TO NRS 78.385 and 78.390)
________________________________________________
ABOVE
SPACE IS FOR OFFICE USE ONLY
USE
BLACK INK ONLY - DO NOT HIGHLIGHT
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name
of corporation:
Sage
Interactive, Inc.
2. The
articles have been amended as follows (provide article numbers, if
available)
The
articles of incorporation of the corporation are hereby amended by striking out
Article I thereof and by substituting in lieu of said Article the following new
Article:
Article
I: The name of this corporation is Network Cadence, Inc.
3. The
vote by which the stockholders holding shares in the corporation entitling them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required by the provisions of the articles of
incorporation* have voted in favor of the amendment is: 97.8%
4. Effective
date of filing (optional):
(must
not be later than 90 days after the certificate is filed
5. Signature
(required):
X
//signed//
Signature
of Officer
*If any
proposed amendment would alter or change any preference or any relative or other
right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise
required, of the holders of shares representing a majority of the voting power
of each class or series affected by the amendment regardless of limitations or
restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and submit the proper fees may
cause this filing to be rejected.
This form
must be accompanied by appropriate fees.
Nevada
Secretary of State Amend Profit-After
78.385
Amend 2003
Revised:
7-1-08
ROSS
MILLER
Secretary of
State
206 North Carson
Street
Carson City, Nevada
89701-4299
(775) 684
5708
Website: secretaryofstate.biz
|
Filed in the
office of
/s/
Ross Miller
Ross Miller
Secretary of
State
State of Neveda
|
Document
Number
20100040767-37
|
|
Filing Date
and Time
01/26/2010 8:30
AM AM
|
|
|
Entity
Number
E0521652007-8
|
ABOVE
SPACE IS FOR OFFICE USE
ONLY
Certificate of
Amendment
(PURSUANT
TO NRS 78.385 AND 78.390)
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of
corporation:
Network
Cadence, Inc.
2. The
articles have been amended as follows: (provide article
numbers, if available)
The
articles of incorporation of the corporation are hereby amended by striking out
Article I thereof and by substituting in lieu of said Article the following new
Article:
Article
I: The name of this corporation is Verecloud, Inc.
3. The
vote by which the stockholders holding shares in the corporation entitling them
to exercise a least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required by the provisions of the articles of
incorporation1 have voted in favor of the amendment
is: 89%
4.
Effective date of filing: (optional )
(must not
be later than 90 days after the certificate is filed)
5.
Signature: (required)
|
X
/s/ Mike Cookson
|
|
|||
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Signature
of Officer Chief Exec. Officer & Secretary
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|||
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*lf any
proposed amendment would alter or change any preference or any relative or other
right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise
required, of the holders of shares representing a majority of the voting power
of each class or series affected by the amendment regardless to limitations or
restrictions on the voting power thereof.
IMPORTANT: Failure
to include any of the above information and submit with the proper fees may
cause this filing to be rejected.
This form
mus be accompanied by appropriate
fees.
Nevada
Secretary of State Amend Profit-After
Revised
3-6-09