Attached files
Exhibit 3.1
 |
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 4
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
|
|
Articles of Incorporation
(PURSUANT TO NRS CHAPTER 78)
|
|
USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
|
|
1. Name of
Corporation
|
WNS STUDIOS, INC.
|
||||||||
|
2.Registered Agent
for Service of Process: (check
only one box)
|
x Commercial Registered Agent
|
Vcorp Services, LLC
|
|||||||
|
o Noncommercial Registered Agent
(name and address below)
|
OR
|
o Office or Position with Entity
(name and address below)
|
|||||||
|
Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity
|
|||||||||
|
Nevada
|
|||||||||
|
Street Address
|
City
|
Zip Code
|
|||||||
|
Nevada
|
|||||||||
|
Mailing Address (If different from street address)
|
City
|
Zip code
|
|||||||
|
3. Authorized Stock: (number of shares corporation is authorized to issue)
|
Number of shares
With par value:
|
110,000,000
|
Par value
Per share:
|
$.001
|
Number of
Shares Without
par value:
|
0 | |||
|
4. Name 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)
|
1.
|
Lustig Yehoshua
|
|||||||
|
Name
|
|||||||||
|
20 Berchat Avraham, Suite 5
|
Jerusalem, Israel
|
|
|||||||
|
Street Address
|
City
|
State
|
Zip Code
|
||||||
|
2
|
|||||||||
|
Name
|
|||||||||
|
Street Address
|
City
|
State
|
Zip Code
|
||||||
|
5. Purpose:
(optional –see Instructions)
|
The purpose of this corporation shall be:
|
||||||||
| to engage in any lawful activity | |||||||||
|
6. Name, Address
And Signature of
Incorporator:
(attach additional pages if
more than one Incorporator)
|
Isaac Muller
|
X /s/ Isaac Muller
|
|||||||
|
Name
|
Incorporator Signature
|
||||||||
|
20 Robert Pitt Drive
|
Monsey
|
NY
|
10925
|
||||||
|
Address
|
City
|
State
|
Zip Code
|
||||||
|
7. Certificate of
Acceptance of
Appointment of
Resident Agent
|
I hereby accept appointment as Resident Agent for the above named Entity.
|
||||||||
|
X By:
|
05/15/2009
|
||||||||
|
Authorized Signature or Registrant Agent or on Behalf of Registered Agent Entity
|
Date
|
||||||||
1
ATTACHMENT
TO
ARTICLES OF INCORPORATION
OF
WNS STUDIOS, INC.
8. The governing board of WNS Studios, Inc. (the “Corporation”) shall be styled as a "Board of Directors", and any member of said Board shall be styled as a "Director." The first Board of Directors of the corporation shall consist of one director. The number of directors of the Corporation may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, that the number of directors shall never be less than one. In the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum.
9. (a) The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Ten Million (110,000,000) which shall consist of (i) One Hundred Million (100,000,000) shares of common stock, par value $0.001 per share (the "Common Stock"), and (ii) Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share (the "Preferred Stock").
(b) The Preferred Stock may be issued in one or more series, from time to time, with each such series to have such designation, relative rights, preferences or limitations, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation (the "Board"), subject to the limitations prescribed by law and in accordance with the provisions hereof, the Board being hereby expressly vested with authority to adopt any such resolution or resolutions. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination or fixing of the following:
(i) The distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board increasing such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board;
(ii) The dividend rate of such series, the conditions and time upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of Stock or series thereof, or any other series of the same class, and whether such dividends shall be cumulative or non-cumulative;
(iii) The conditions upon which the shares of such series shall be subject to redemption by the Corporation and the times, prices and other terms and provisions upon which the shares of the series may be redeemed;
2
(iv) Whether or not the shares of the series shall be subject to the operation of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if such retirement or sinking fund be established, the annual amount thereof and the terms and provisions relative to the operation thereof;
(v) Whether or not the shares of the series shall be convertible into or exchangeable for shares of any other class or classes, with or without par value, or of any other series of the same class, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange;
(vi) Whether or not the shares of the series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(vii) The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or upon the distribution of assets of the Corporation; and
(viii) Any other powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the shares of such series, as the Board may deem advisable and as shall not be inconsistent with the provisions of this Articles of Incorporation.
(c) The holders of shares of the Preferred Stock of each series shall be entitled to receive, when and as declared by the Board, out of funds legally available for the payment of dividends, dividends (if any) at the rates fixed by the Board for such series before any cash dividends shall be declared and paid or set apart for payment, on the Common Stock with respect to the same dividend period.
(d) The holders of shares of the Preferred Stock of each series shall be entitled, upon liquidation or dissolution or upon the distribution of the assets of the Corporation, to such preferences as provided in the resolution or resolutions creating such series of Preferred Stock, and no more, before any distribution of the assets of the Corporation shall be made to the holders of shares of the Common Stock. Whenever the holders of shares of the Preferred Stock shall have been paid the full amounts to which they shall be entitled, the holders of shares of the Common Stock shall be entitled to share ratably in all remaining assets of the Corporation.
10. The Corporation shall have perpetual existence.
11. The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented. Any repeal or amendment of this Article by the stockholders of the Corporation shall be prospective.
3
12. The Corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
13. The nature of the business of the Corporation and the objects or the purposes to be transacted, promoted, or carried on by it are to engage in any lawful activity.
14. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
4