LOUISIANA FOOD Co - FORM S-1 - EX-3.1 - October 13, 2010
Attached files
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 4
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
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Articles of Incorporation
(Pursuant to NRS Chapter 78)
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1. Name of
Corporation:
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LOUISIANA FOOD COMPANY
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2. Registered Agent
for Service of Process:
(check only one box)
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/ X / Commercial Registered Agent: Nevada Business Services
/ / Noncommercial Registered Agent or Office or Position w/ Entity
(name and address below) (name and address below)
____________________________________________________
Name of Noncommercial Registered Agent OR Name of Title of
Office or Other Position with Entity
____________________________________________________
Street Address, City, NEVADA Zip
____________________________________________________
Mailing Address (if different from street address), City, NEVADA
Zip
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3. Authorized
Stock: (number of
shares corporation is
authorized to issue)
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Number of shares with par value: 55,000,000
Par value per share: $.001
Number of shares without par value:
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4. Names and
Addresses of the
Board of Directors /
Trustees: (each
Director/Trustee must
be a natural person at
least 18 years of age;
attach additional page
if more than two
directors / trustees)
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1) David Loflin
Name
7539 Corporate Blvd., Suite 130, Baton Rouge, LA 70809
Street Address, City, State, Zip Code
2) Waddell D. Loflin
Name
7539 Corporate Blvd., Suite 130, Baton Rouge, LA 70809
Street Address, City, State, Zip Code
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5. Purpose: (optional;
see instructions)
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The purpose of the corporation shall be:
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6. Name, Address and
Signature of
Incorporator: (attach
additional page if more
than one incorporator)
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David Loflin
Name
7539 Corporate Blvd., Suite 130,
Baton Rouge, LA 70809
Street Address, City, State, Zip
Code
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X /s/ DAVID LOFLIN
Incorporator Signature
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7. Certificate of
Acceptance of
Appointment of
Registered Agent:
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I hereby accept appointment as Registered Agent for the above
named Entity.
X /s/ ELLEN RAMSEY for NV Business Services
Authorized Signature of Registered Agent or On Behalf of
Registered Agent Entity
Date 8/17/10
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ARTICLES OF INCORPORATION
OF
LOUISIANA FOOD COMPANY
The undersigned, for the purpose of forming a corporation pursuant to, and by virtue of,
Chapter 78 of the Nevada Revised Statutes (“NRS”), hereby adopts and executes the following
Articles of Incorporation.
ARTICLE I
NAME
The name of the corporation shall be “Louisiana Food Company” (the “Corporation”).
ARTICLE II
REGISTERED OFFICE
The name of the initial resident agent and the street address of the initial registered office in
the State of Nevada where process may be served upon the Corporation is Nevada Business Services,
1805 North Carson Street, Suite X, Carson City, Nevada 89701. The Corporation may, from time
to time, in the manner provided by law, change the resident agent and the registered office within
the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its
business, either within or without the State of Nevada.
ARTICLE III
CAPITAL STOCK
Section 3.1. Authorized Shares. The aggregate number of shares which the Corporation shall
have authority to issue is fifty-five million (55,000,000) shares, consisting of two classes to be
designated, respectively, “Common Stock” and “Preferred Stock”, with all of such shares having a
par value of $.001 per share. The total number of shares of Common Stock that the Corporation shall
have authority to issue is fifty million (50,000,000) shares. The total number of shares of Preferred
Stock that the Corporation shall have authority to issue is five million (5,000,000) shares. The
Preferred Stock may be issued in one or more series, each series to be appropriately designated by
a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers,
designations, preferences, limitations, restrictions, and relative, participating, optional and other
rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall
hereinafter be prescribed by resolution of the board of directors pursuant to Section 2.3 of this
Article II.
Section 3.2. Common Stock.
(a) Dividend Rate. Subject to the rights of holders of any Preferred Stock having
preference as to dividends and except as otherwise provided by these Articles of Incorporation, as
amended from time to time (hereinafter, the “Articles”) or the NRS, the holders of Common Stock
shall be entitled to receive dividends when, as and if declared by the board of directors out of assets
legally available therefor.
(b) Voting Rights. Except as otherwise provided by the NRS, the holders of the
issued and outstanding shares of Common Stock shall be entitled to one vote for each share of
Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.
(c) Liquidation Rights. In the event of liquidation, dissolution, or winding up of the
affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights of holders of
Preferred Stock to share ratably in the Corporation's assets, the Common Stock and any shares of
Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably
in the Corporation's assets available for distribution after giving effect to any liquidation preference
of any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the
Corporation with or into any other person or sale or transfer of all or any part of the assets of the
Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution
of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation.
(d) No Conversion, Redemption, or Preemptive Rights. The holders of Common
Stock shall not have any conversion, redemption, or preemptive rights.
(e) Consideration for Shares. The Common Stock authorized by this Article shall be
issued for such consideration as shall be fixed, from time to time, by the board of directors.
Section 3.3. Preferred Stock.
(a) Designation. The board of directors is hereby vested with the authority from time
to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series
not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles, and
to prescribe with respect to each such series the voting powers, if any, designations, preferences, and
relative, participating, optional, or other special rights, and the qualifications, limitations, or
restrictions relating thereto, including, without limiting the generality of the foregoing: the voting
rights relating to the shares of Preferred Stock of any series (which voting rights, if any, may be full
or limited, may vary over time, and may be applicable generally or only upon any stated fact or
event); the rate of dividends (which may be cumulative or noncumulative), the condition or time for
payment of dividends and the preference or relation of such dividends to dividends payable on any
other class or series of capital stock; the rights of holders of Preferred Stock of any series in the event
of liquidation, dissolution, or winding up of the affairs of the Corporation; the rights, if any, of
holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of
such series for shares of any other class or series of capital stock or for any other securities, property,
or assets of the Corporation or any subsidiary (including the determination of the price or prices or
the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time
or times during which the right to convert or exchange shall be applicable, and the time or times
during which a particular price or rate shall be applicable); whether the shares of any series of
Preferred Stock shall be subject to redemption by the Corporation (in addition to any right of
redemption pursuant to Article VII of these Articles) and if subject to redemption, the times, prices,
rates, adjustments and other terms and conditions of such redemption. The powers, designations,
preferences, limitations, restrictions and relative rights may be made dependent upon any fact or
event which may be ascertained outside the Articles or the resolution if the manner in which the fact
or event may operate on such series is stated in the Articles or resolution. As used in this section
"fact or event" includes, without limitation, the existence of a fact or occurrence of an event,
including, without limitation, a determination or action by a person, government, governmental
agency or political subdivision of a government. The board of directors is further authorized to
increase or decrease (but not below the number of such shares of such series then outstanding) the
number of shares of any series subsequent to the issuance of shares of that series. Unless the board
of directors provides to the contrary in the resolution which fixes the characteristics of a series of
Preferred Stock, neither the consent by series, or otherwise, of the holders of any outstanding
Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required
for the issuance of any new series of Preferred Stock regardless of whether the rights and preferences
of the new series of Preferred Stock are senior or superior, in any way, to the outstanding series of
Preferred Stock or the Common Stock.
(b) Certificate. Before the Corporation shall issue any shares of Preferred Stock of
any series, a certificate of designation setting forth a copy of the resolution or resolutions of the
board of directors, and establishing the voting powers, designations, preferences, the relative,
participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if
any, relating to the shares of Preferred Stock of such series, and the number of shares of Preferred
Stock of such series authorized by the board of directors to be issued shall be made and signed by
an officer of the Corporation and filed in the manner prescribed by the NRS.
Section 3.4. Non-Assessment of Stock. The capital stock of the Corporation, after the amount
of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock
issued as fully paid shall ever be assessable or assessed, and the Articles shall not be amended in this
particular. No stockholder of the Corporation is individually liable for the debts or liabilities of the
Corporation.
ARTICLE IV
DIRECTORS AND OFFICERS
Section 4.1. Number of Directors. The members of the governing board of the Corporation
are styled as directors. The board of directors of the Corporation shall be elected in such manner as
shall be provided in the bylaws of the Corporation. The initial board of directors shall consist of at
least one (1) and not more than seven (7) individuals. The number of directors may be changed from
time to time within this range in such manner as shall be provided in the bylaws of the Corporation.
Section 4.2. Initial Directors. The names and street addresses of the director constituting the
initial board of directors is:
Name Address
David Loflin 7539 Corporate Blvd., Suite 130, Baton Rouge, LA 70809
Waddell D. Loflin 7539 Corporate Blvd., Suite 130, Baton Rouge, LA 70809
Section 4.3. Limitation on Liability. The liability of directors and officers of the Corporation
shall be eliminated or limited to the fullest extent permitted by the NRS. If the NRS is amended to
further eliminate or limit or authorize corporate action to further eliminate or limit the liability of
directors or officers, the liability of directors and officers of the Corporation shall be eliminated or
limited to the fullest extent permitted by the NRS, as so amended from time to time.
Section 4.4. Payment of Expenses. In addition to any other rights of indemnification
permitted by the laws of the State of Nevada or as may be provided for by the Corporation in its
bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened,
pending, or completed action, suit or proceeding (including without limitation, an action, suit or
proceeding by or in the right of the Corporation), whether civil, criminal, administrative or
investigative, involving alleged acts or omissions of such officer or director in his or her capacity
as an officer or director of the Corporation or member, manager, or managing member of a
predecessor limited liability company or affiliate of such limited liability company or while serving
in any capacity at the request of the Corporation as a director, officer, employee, agent, member,
manager, managing member, partner, or fiduciary of, or in any other capacity for, another corporation
or any partnership, joint venture, trust, or other enterprise, shall be paid by the Corporation or
through insurance purchased and maintained by the Corporation or through other financial
arrangements made by the Corporation, as they are incurred and in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the officer or
director 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. To the extent that an officer or director
is successful on the merits in defense of any such action, suit or proceeding, or in the defense of any
claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including
attorneys' fees, actually and reasonably incurred by him or her in connection with the defense.
Notwithstanding anything to the contrary contained herein or in the bylaws, no director or officer
may be indemnified for expenses incurred in defending any threatened, pending, or completed action,
suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of
the Corporation), whether civil, criminal, administrative or investigative, that such director or officer
incurred in his or her capacity as a stockholder.
Section 4.5. Repeal And Conflicts. Any repeal or modification of Sections 3 or 4 above
approved by the stockholders of the Corporation shall be prospective only, and shall not adversely
affect any limitation on the liability of a director or officer of the Corporation existing as of the time
of such repeal or modification. In the event of any conflict between Sections 3 or 4 above and any
other Article of the Articles, the terms and provisions of Sections 3 or 4 above shall control.
ARTICLE V
VOTING ON CERTAIN TRANSACTIONS
Section 5.1. Amendment of Articles. The Corporation reserves the right to amend, alter,
change or repeal any provision contained in the Articles, in the manner now or hereafter prescribed
by the NRS, and all rights conferred on stockholders herein are granted subject to this reservation;
provided, however, that no amendment, alteration, change or repeal may be made to: (a) Article III,
holders of at least sixty-six and two-thirds percent (66 2/3%) of the issued and outstanding shares
of stock of the Corporation entitled to vote in the election of directors excluding stock entitled to
vote only upon the happening of a fact or event unless such fact or event shall have occurred,
considered for the purposes of this section as one class.
Section 5.2. Additional Vote Required. Any affirmative vote required by this Article V shall
be in addition to the vote of the holders of any class or series of stock of the Corporation otherwise
required by law, the Articles, the resolutions of the board of directors providing for the issuance of
such class or series and any agreement between the Corporation and any securities exchange or
over-the-counter market upon which the Corporation's shares are listed or designated for trading.
ARTICLE VI
COMBINATIONS WITH INTERESTED STOCKHOLDERS
At such time, if any, as the Corporation becomes a "resident domestic corporation", as that
term is defined in NRS 78.427, the Corporation shall not be subject to, or governed by, any of the
provisions in NRS 78.411 to 78.444, inclusive, as may be amended from time to time, or any
successor statute.
ARTICLE VII
INCORPORATOR
The name and post office box or street address of the incorporator signing these Articles of
Incorporation is: David Loflin, 7539 Corporate Blvd., Suite 130, Baton Rouge, LA 70809.
IN WITNESS WHEREOF, these Articles of Incorporation have been executed this 16th day
of August, 2010.
/s/ DAVID LOFLIN
David Loflin
Incorporator