Attached files
| file | filename |
|---|---|
| S-1 - ARTISON - S-1 - Artison Investments, Ltd. | artison_s-1.htm |
| EX-3.B - ARTISON - BYLAWS - Artison Investments, Ltd. | artison_bylaws.htm |
| EX-99.B - ARTISON - S-1 - SUBSCRIPTION AGREEMENT - Artison Investments, Ltd. | artison_subagreement.htm |
| EX-14 - ARTISON - CODE OF ETHICS - Artison Investments, Ltd. | artison_codeofethics.htm |
| EX-23.B - ARTISON - S-1 - AUDITOR CONSENT - Artison Investments, Ltd. | artison_auditorconsent.htm |
| EX-23.A - ARTISON - S-1 - ATTORNEY CONSENT - Artison Investments, Ltd. | artison_attorneyconsent.htm |
| EX-99.A - ARTISON - S-1 - ESCROW AGREEMENT - Artison Investments, Ltd. | artison_escrowagreement.htm |
| EX-15.1 - ARTISON - S-1 - AUDITOR CONSENT - Artison Investments, Ltd. | artisoon_auditorconsent.htm |
| EX-5.A - ARTISON - S-1 - ATTORNEY OPINION - Artison Investments, Ltd. | artison_attorneyopinion.htm |
Exhibit
3(a)
DEAN
HELLER Document
Number: 20100270742-15
206 North
Carson
Street Date
Filed: 04/23/2010 10:52 AM
Carson
City, Nevada
89701-4299 Entity
Number: E0190102010-7
(775) 684
5708
Website:
secretaryofstate.biz In
the office of Dean Heller, Secretary of State
Articles of Incorporation
(PURSUANT
TO NRS 78)
|
|
1.
|
Name
of Corporation:
|
Artison
Investments, Ltd.
|
|
|
2.
|
Resident
Agent
|
T.
D. Campbell
|
|
|
3.
|
Name
and Street
|
622
Bell Drive, Las Vegas, Nevada 89101
|
Address
|
|
4.
|
Shares
|
Number
of Shares with par value: 75,000,000 Par Value
$0.001
|
|
|
5.
|
Name
&
|
Debopam
Mukherjee
|
Addresses 131, N S C
Bose Road, Kolkata INDIA 700040
Of Board
of
Directors/Trustees
|
|
6.
|
Purpose
|
Any
and All Legal Purposes
|
|
|
7.
|
Name,
addresses
|
T.
D. Campbell
|
Signed:
|
/Signed/
|
And
signature
of PO
Bo 240, Jenks, Oklahoma 74037
|
|
8.
|
Certificate
of
|
I hereby accept
appointment as Resident Agent for the above named
corporation
|
Acceptance
of
Appointment
of Signed: /Signed/ Date April 2, 2010
Resident
Agent T.
D. Campbell
ARTICLES
OF INCORPORATION
OF
ARTISON
INVESTMENTS, LTD.
1. Name
of Company:
ARTISON
INVESTMENTS, LTD.
2. Resident
Agent:
The resident agent of the Company
is: T.
D. Campbell
622
Bell Drive
Las
Vegas, Nevada 89101
3. Board
of Directors:
The Company shall initially have one
director (1) who shall be Debopam Mukherjee, whose address is: 131, N S C Bose Road,
7000040, Kolkata INDIA. This individual shall serve as director until a
successor or successors have been elected and qualified. The number
of directors may be increased or decreased by a duly adopted amendment to the
By-Laws of the Corporation.
4. Authorized
Shares:
The aggregate number of shares which
the corporation shall have authority to issue shall consist of 70,000,000 shares
of Common Stock having a $.001 par value, and 5,000,000 shares of Preferred
Stock having a $.001 par value. The Common and/or Preferred Stock of
the Company may be issued from time to time without prior approval by the
stockholders. The Common and/or Preferred Stock may be issued for
such consideration as may be fixed from time to time by the Board of
Directors. The Board of Directors may issue such share of Common
and/or Preferred Stock in one or more series, with such voting powers,
designations, preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions.
5. Preemptive
Rights and Assessment of Shares:
Holders of Common Stock or Preferred
Stock of the corporation shall not have any preference, preemptive right or
right of subscription to acquire shares of the corporation authorized, issued,
or sold, or to be authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and convertible into shares
of the corporation, nor to any right of subscription thereto, other than to the
extent, if any, the Board of Directors in its sole discretion, may determine
from time to time.
The Common Stock of the Corporation,
after the amount of the subscription price has been fully paid in, in money,
property or services, as the directors shall determine, shall not be subject to
assessment to pays the debts of the corporation, nor for any other purpose, and
no Common Stock issued as fully paid shall ever be assessable or assessed, and
the Articles of Incorporation shall not be amended to provide for such
assessment.
1
Artison Investments, Ltd.:
Incorporation Continued (Page
Two)
6. Directors’
and Officers’ Liability
A director or officer of the
corporation shall not be personally liable to this corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer,
but this Article shall not eliminate or limit the liability of a director or
officer for (i) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of the law or (ii) the unlawful payment of
dividends. Any repeal or modification of this Article by 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.
7. Indemnity
Every person who was or is a party to,
or is threatened to be made a party to, or is involved in any such action, suit
or proceeding, whether civil, criminal, administrative or investigative, by the
reason of the fact that he or she, or a person with whom he or she is a legal
representative, is or was a director of the corporation, or who is serving at
the request of the corporation as a director or officer of another corporation,
or is a representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest extent legally
permissible under the laws of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys’ fees, judgments, fines, and
amounts paid or to be paid in a settlement) reasonably incurred or suffered by
him or her in connection therewith. Such right of indemnification
shall be a contract right which may be enforced in any manner desired by such
person. The expenses of officers and directors incurred in defending
a civil suit or proceeding must be paid by the corporation as incurred and in
advance of the final disposition of the action, suit, or proceeding, under
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the
corporation. Such right of indemnification shall not be exclusive of
any other right of such directors, officers or representatives may have or
hereafter acquire, and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Without limiting the application of the
foregoing, the Board of Directors may adopt By-Laws from time to time without
respect to indemnification, to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada, and may cause the corporation to
purchase or maintain insurance on behalf of any person who is or was a director
or officer
8. Amendments
Subject at all times to the express
provisions of Section 5 on the Assessment of Shares, this corporation reserves
the right to amend, alter, change, or repeal any provision contained in these
Articles of Incorporation or its By-Laws, in the manner now or hereafter
prescribed by statute or the Articles of Incorporation or said By-Laws, and all
rights conferred upon shareholders are granted subject to this
reservation.
9. Power
of Directors
In furtherance, and not in limitation
of those powers conferred by statute, the Board of Directors is expressly
authorized:
(a) Subject
to the By-Laws, if any, adopted by the shareholders, to make, alter or repeal
the By-Laws of the corporation;
2
Artison
Investments, Ltd.: Incorporation Continued (Page Three)
(b) To authorize and
caused to be executed mortgages and liens, with or without limitations as to
amount, upon the real and personal property of the corporation;
(c) To authorize the
guaranty by the corporation of the securities, evidences of indebtedness and
obligations of other persons, corporations or business entities;
(d) To set
apart out of any funds of the corporation available for dividends a reserve or
reserves for any proper purpose and to abolish any such reserve;
(e) By
resolution adopted by the majority of the whole board, to designate one or more
committees to consist of one or more directors of the of the corporation, which,
to the extent provided on 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 affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it. Such
committee or committees shall have name and 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.
All the corporate powers of the
corporation shall be exercised by the Board of Directors except as otherwise
herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my
hand on April 26, 2010, hereby declaring and certifying that the facts stated
hereinabove are true.
Signature
of Incorporator
Name: T.
D. Campbell
Address: 622
Bell Drive
Las
Vegas, Nevada 89101
Signature: /s/ T. D.
Campbell
Certificate of Acceptance of
Appointment as Resident Agent: I, T.D. Campbell, do hereby
state that on the date below, I accepted the appointment as resident agent for
Artison Investments, Ltd.
Signature: /s/ T. D.
Campbell
4/22/10
T.
D. Campbell as Resident
Agent Date
3