Attached files
Exhibit 3.1
ARTICLES
OF INCORPORATION
OF
EVERGREEN
INVESTOR SERVICES, INC.
KNOW ALL MEN
BY THESE PRESENTS, that the undersigned natural person, more than twenty-one
years of age, acting as incorporator in order to organize and establish a
corporation under the Colorado Corporation Code, does hereby adopt the following
Articles of Incorporation, to-wit:
ARTICLE
I
NAME
The name of
the Corporation is Evergreen Investor Services, Inc.
ARTICLE
II
REGISTERED
OFFICE AND REGISTERED AGENT
The initial
registered office of the corporation is 3103 Highway 74, Suite 220, Evergreen,
Colorado and the name of the initial registered agent of the corporation at such
address is Kirby Phillips.
ARTICLE
III
DURATION
The
corporation shall have perpetual existence.
ARTICLE
IV
PURPOSES
AND OBJECTIVES
The purpose
and objectives for which this corporation is organized is:
Section 1. To engage in all
brokerage business and investment consultation
services permissible for corporations under the- laws of the State
of Colorado and specifically set forth under Article Three of
the Colorado Corporation Code.
Section
2. To engage in any lawful business permissible for
corporations under the laws of the State of Colorado and specifically set forth
under Article Three of the Colorado Corporation Code.
ARTICLE
V
POWERS
The
powers of the corporation shall be those powers presently granted by Article
Three of the Colorado Corporation Code under which this corporation is formed,
and those powers which may subsequently be granted by amendment to the Colorado
Corporation Code. In addition, the corporation shall have the following specific
powers:
Section
1. Officers. The
corporation shall have the power to elect or appoint officers and agents of the
Corporation and to fix their compensation.
Section
2. Capacity. The
corporation shall have the power to act as an agent for any individual,
association, partnership, corporation or other legal
entity.
Section
3. Acquisitions. The
corporation shall have the power to receive, acquire, hold, exercise rights
arising out of the ownership or possession thereof, sell, or otherwise dispose
of, shares or other interest in, or obligations of, individuals, associations,
partnerships, corporations or government.
Section
4. Earned
Surplus. The corporation shall have the power to receive,
acquire, hold, pledge, transfer, or otherwise dispose of
shares of the corporation, but such shares may
only be purchased, directly or indirectly, out of earned
surplus.
Section
5. Gifts. The
corporation shall have the power to make gifts or contributions for the public
welfare or for charitable, scientific or educational
purposes.
ARTICLE
VI
QUORUM
TOR SHAREHOLDER MEETINGS
A
quorum for purposes of shareholder meetings shall consist of the holders of a
majority of the outstanding shares of stock, represented in person or by proxy,
or, by holders of a
lesser proportion of the shares entitled to vote thereon, represented in person
or by proxy as the directors shall provide in the Bylaws, but in no case shall a
quorum of shareholders consist of holders of less than one-third of the shares
entitled to vote thereon.
ARTICIE
VII
CAPITAL
STOCK
Section
1. Authorized Shares. The total number
of shares Which this corporation is authorized to issue is 10,000 shares of
common stock par value of fifty cents each ($.50).
Section
2. Voting
Rights of
Shareholders. Each
holder of the common stock shall be entitled to one vote for each share of stock
standing in his name on the books of the corporation. Cumulative
voting shall not be permitted.
Section
3. Consideration
for Shares. The common stock shall be issued for such
consideration as shall be fixed from time to time by the Board of Directors. In
the absence of fraud,
the judgment of the Directors as to the value of any property or services
received in full or partial payment "or shares shall be
conclusive. When shares are issued upon payment of the consideration fixed
by the Board of Directors, such shares shall be taken to be fully paid stock and
shall be non-assessable.
Section
4. Pre-Emptive
Rights. Before publicly selling or offering to sell any
additional shares of its common stock or any stock, bonds, debentures or other
securities, convertible into common stock, the corporation shall first offer to
all of the holders of its
common stock the right to purchase a pro rata proportion of such common stock or
such securities convertible into common stock. This section shall
apply only to sales or offerings in exchange for cash. Specifically excluded are
transfers in exchange for specific goods or personal
services.
Section
5. Transfer
Restrictions. The Corporation shall have a right to
impose restrictions upon the transfer of any shares of its common stock, or any
interest therein, provided that such restrictions as may be so imposed or notice
of the substance thereof shall be set forth upon the face or back of the
certificates representing such shares of common
stock.
ARTICLE
VIII
MANAGEMENT
For
the management of the business, and for the conduct of the affairs of the
corporation and for the further definition, limitation, and regulation of the
powers of the corporation and its directors and shareholders, it is further
provided:
Section
1. Size of
Board. The number of Directors shall be fixed in
accordance with the Bylaws. So long as the number of Directors shall
be less than three, no shares of this corporation may be issued and held of
record by more shareholders than there are Directors. Any shares
issued in violation of this paragraph shall be null and void. This
provision shall also constitute a restriction on the transfer of shares and a
legend shall be conspicuously placed on each certificate respecting shares
preventing transfer of the shares to more shareholders than there are
Directors. The initial Board of Directors of the Corporation shall
consist of two (2) members, their names and addresses are as
follows:
Kirby
Phillips, 3103 Hwy 74, #220, Evergreen, Colorado
Dean
Davis, 3103 Hwy 74, #220, Evergreen, Colorado
Section
2. Powers
of Board. In furtherance and not in limitation of the powers
conferred by the State of Colorado, the board of Directors is expressly
authorized and empowered:
A. Bylaws. To
make, alter, amend and repeal the Bylaws, subject to the power of the
shareholders to alter or repeal the Bylaws made by the Board of
Directors.
B. Books
and Records. Subject to the applicable provisions
of the Bylaws then in effect, to determine, from time to time, whether and to
what extent, and at what times and places, and
under what conditions and
regulations, the accounts and books of the corporation or any of them, shall be
open to shareholder inspection. No shareholder shall have any right
to inspect any of the
accounts, books, or documents of the corporation, except as permitted by law,
unless and until authorized to do so by resolution of the Board of Directors or
of the shareholders of the
corporation.
C. Power
to Borrow. To authorize and issue, without shareholder
consent, obligations of the corporation, secured and unsecured, under such terms
and conditions as the Board, in its sole discretion, may determine, and to
pledge, or mortgage, as security therefore, any real or personal property of the
corporation, including after-acquired property.
D. Dividends. To
determine Whether any and, if so, what part, of the earned surplus of the
corporation shall be paid in dividends to the shareholders, and to direct and
determine otherwise use and disposition of any such earned
surplus.
E. Profits. To
fix, from time to time, the amount of the profits of the corporation to be
reserved as working capital or for any other lawful
purpose.
F. Fringe
Benefits. To establish bonus, profit- sharing, stock option or other
types of incentive compensation plans for the employees, including officers and
directors of the corporation, and to fix the amount of profits
to be shared, or distributed, and to determine the persons to participate in any
such plans and the amount of their respective
participations.
G. Compensation. To
provide for the reasonable compensation of its own members by Bylaws, and to fix
the terms and conditions upon which such compensation will be
paid.
H.
Not
in
Limitation.
In addition to the powers and authority hereinabove, or by statute, expressly
conferred upon it, the Board of Directors may exercise all such powers and do
all such acts and things as may be exercised or done by the corporation,
subject, nevertheless, to the provisions of the laws of the State of Colorado,
of these Articles of Incorporation, and of the Bylaws of the
corporation.
Section
3. Interested
Directors. No contract or transaction between this corporation
and any of its directors, or between this corporation and any other corporation,
firm, association or other legal entity shall be invalidated by reason of the
fact that the director of the corporation has a direct or indirect interest,
pecuniary or otherwise, in such corporation, firm, association or legal entity,
or because the interested director was present at the meeting of the Board of
Directors which acted upon or in reference to such contract or
transaction.
Section
4. Incorporator. The
name and address of the incorporator is as follows:
Kirby
Phillips, 3103 Hwy 74, #220, Evergreen, Colorado
Section 5. Indemnification. The
corporation shall indemnify any person who is
or was a director, officer, employee or agent of the corporation to the
full extent which presently is or may in the future be permitted
under Colorado Statutes as contained in Article
Three of the Colorado Corporation Code.
ARTICLE
IX
AMENDMENT
OF ARTICLES
The
provisions of these Articles of Incorporation may be amended, altered or
repealed from time to time in the manner prescribed by the laws of the
State of Colorado, and with a majority vote of the shareholders. All
rights herein conferred on the directors, officers and shareholders are granted
and subject to this reservation.
ARTICLE
X
PLACE OF
MEETING, CORPORATE BOOKS
Subject to
the laws of the State of Colorado, the shareholders and the directors shall have
power to hold their meetings, and the directors shall have power to have an
office or offices and to maintain the books of the corporation outside the State
of Colorado, at such place or places as may from time to time be designated in
the Bylaws or by appropriate resolution.
IN WITNESS WHEREOF, I, the undersigned, being the
incorporator of the annexed and foregoing Articles of Incorporation, for the
purposes of organizing and establishing a corporation under the Colorado Corporation
Code, execute these Articles of Incorporation aforesaid and
declare that the statements therein contained are true and
accordingly have hereunto set my hand and seal this 29th day of
December, 1983.
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/s/ Kirby Phillips | |
| Kirby Phillips | |||
| STATE OF COLORADO | ) |
| ) ss. | |
| COUNTY OF JEFFERSON | ) |
I, Connie Janelle
Fields, a Notary Public hereby certify that on the 29th day of December,
1983 personally appeared before me Kirby Phillips, being by me first duly sworn,
severally declared that he is the person who signed the foregoing document as
Incorporator, and that the statements therein contained are true.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 29th
day of December,
1983.
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/s/ Connie Janelle Fields | |
| Notary Public | |||
| My Commission Expires: 9-26-87 | |||
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Address:
3103 Hwy 74 #120
Evergreen, CO 80339
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