Attached files
EXHIBIT 3.1
ARTICLES OF INCORPORATION
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OF
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BCS SOLUTIONS, INC.
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The undersigned, a natural person competent to contract, does hereby
make, subscribe and file these Articles of Incorporation for the purpose of
organizing a corporation under the laws of the State of Florida.
ARTICLE I
CORPORATE NAME
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The name of this Corporation shall be: BCS SOLUTIONS, INC..
ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS
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The principal office and mailing address of the Corporation is 1200
Laysan Teal Drive, Roseville, CA 95747.
ARTICLE III
NATURE OF CORPORATE BUSINESS AND POWERS
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The general nature of the business to be transacted by this Corporation
shall be to engage in any and all lawful business permitted under the laws of
the United States and the State of Florida.
ARTICLE IV
CAPITAL STOCK
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The maximum number of shares that this Corporation shall be authorized
to issue and have outstanding at any one time shall be three hundred million
(300,000,000) shares of Common Stock, par value $.0001 per share.
ARTICLE V
TERM OF EXISTENCE
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This Corporation shall have perpetual existence.
ARTICLE VI
REGISTERED AGENT AND
INITIAL REGISTERED OFFICE IN FLORIDA
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The Registered Agent and the street address of the initial Registered
Office of this Corporation in the State of Florida shall be:
Steven Sanders
7865 Amethyst Lake Pt.
Lake Worth, FL 33467
ARTICLE VII
BOARD OF DIRECTORS
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This corporation shall have one (1) Director initially.
David C. Vorhies
1200 Laysan Teal Drive
Roseville, CA 95747
ARTICLE VIII
INCORPORATOR
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The name address of the person signing these Articles of Incorporation
as the Incorporator is Steven Sanders, 7865 Amethyst Lake Pt., Lake Worth, FL
33467.
ARTICLE IX
INDEMNIFICATION
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To the fullest extent permitted by the Florida Business Corporation
Act, the Corporation shall indemnify, or advance expenses to, any person made,
or threatened to be made, a party to any action, suit or proceeding by reason of
the fact that such person (i) is or was a director of the Corporation; (ii) is
or was serving at the request of the Corporation as a director of another
corporation, provided that such person is or was at the time a director of the
Corporation; or (iv)is or was serving at the request of the Corporation as an
officer of another Corporation, provided that such person is or was at the time
a director of the corporation or a director of such other corporation, serving
at the request of the Corporation. Unless otherwise expressly prohibited by the
Florida Business Corporation Act, and except as otherwise provided in the
previous sentence, the Board of Directors of the Corporation shall have the sole
and exclusive discretion, on such terms and conditions as it shall determine, to
indemnify, or advance expenses to, any person made, or threatened to be made, a
party to any action, suit, or proceeding by reason of the fact such person is or
was an officer, employee or agent of the Corporation as an officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise.
ARTICLE X
AFFILIATED TRANSACTIONS
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This Corporation expressly elects not to be governed by Section
607.0901 of the Florida Business Corporation Act, as amended from time to time,
relating to affiliated transactions.
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ARTICLE XI
CONTROL SHARE ACQUISITIONS
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This Corporation expressly elects to be governed by Section 607.0902 of
the Florida Business Corporation Act, as amended from time to time, relating to
control share acquisitions.
IN WITNESS WHEREOF, the undersigned Incorporator has executed the
foregoing Articles of Incorporation on the 22 day of April 2010.
/s/ Steven Sanders
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Steven Sanders, Incorporator
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CERTIFICATE DESIGNATING REGISTERED AGENT
AND OFFICE FOR SERVICE FOR PROCESS
BCS Solutions, Inc., a corporation existing under the laws of the State
of Florida with its principal office and mailing address at has 1200 Laysan Teal
Drive, Roseville, CA 95747 named Steven Sanders whose address is 7865 Amethyst
Lake Pt., Lake Worth, FL 33467 as its agent to accept service of process within
the State of Florida.
ACCEPTANCE:
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Having been named to accept service of process for the above-named
Corporation, at the place designated in this Certificate, I hereby accept the
appointment as Registered Agent, and agree to comply with all applicable
provisions of law. In addition, I hereby am familiar with and accept the duties
and responsibilities as Registered Agent for said Corporation.
/s/ Steven Sanders
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Steven Sanders
