Exhibit 3.1
[[
STATE OF
COLORADO SEAL]]
STATE
OF COLORADO
DEPARTMENT
OF
STATE
CERTIFICATE
I,
DONETTA
DAVIDSON, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY CERTIFY
THAT
ACCORDING
TO
THE RECORDS OF THIS OFFICE
ART
DESIGN,
INC.
(COLORADO
CORPORATION)
FILE
#
20021010602 WAS FILED IN THIS OFFICE ON January 16,
2002
|
AND
HAS
COMPLIED WITH THE APPLICABLE PROVISIONS OF THE |
LAWS
OF THE
STATE OF COLORADO AND ON THIS DATE IS IN GOOD |
STANDING
AND
AUTHORIZED AND COMPETENT TO TRANSACT BUSINESS |
OR
TO CONDUCT
ITS AFFAIRS WITHIN THIS STATE. |
Dated:
January 16,
2002
/s/
Donetta
Davidson
SECTRETARY
OF
STATE
FILED
-
CUSTOMER COPY
|
DONETTA
DAVIDSON
|
COLORADO
SECRETARY OF STATE
|
20021010602
M
|
$
100.00
|
01-16-2002
07:39:34
|
ARTICLES
OF INCORPORATION
OF
ART
DESIGN, INC.
THE
UNDERSIGNED, being a natural person of the age of eighteen (18) years or
more,
acting as incorporator of a corporation under the Colorado Business Corporation
Act, adopts the following ARTICLES OF INCORPORATION.
ARTICLE
I
NAME
The
name
of the corporation is Art Design, Inc.
ARTICLE
II
AUTHORIZED
CAPITAL
The
total
number of shares which the corporation shall have authority to issue is 100,000
shares, which shall consist of one class only, designated “common stock”. Each
of such shares shall be of no par value.
ARTICLE
III
OFFICES
A. |
The
street address of the initial registered office of the
corporation and the name of its initial registered agent at such
address
are set forth below. The written consent of the initial registered
agent
to the appointment is stated below.
|
Lee
E. Schiller
6412
S. Quebec Street
Englewood,
CO 80111
B. |
The
address of the Corporation’s initial principal office is: 3636 S. Jason,
Englewood, CO 80113.
|
ARTICLE
IV
INCORPORATOR
The
name
and address of the incorporator is: Lee E. Schiller, 6412 S. Quebec Street,
Englewood, CO 80111, who is a natural person over the age of eighteen
years.
ARTICLE
V
PURPOSES
The
purpose for which the Corporation is organized are as follows:
A.
To
engage in all lawful business; and
B.
To
have, enjoy, and exercise all of the rights, powers, and privileges conferred
upon corporations incorporated pursuant to Colorado Law, whether now orhereafter
in effect, and whether or not herein specifically mentioned.
The
foregoing enumeration of purposes and powers shall not limit or restrict
in any
manner the transaction of other business, the pursuit of other purposes,
or the
exercise of other and further rights and powers that may now or hereafter
be
permitted or provided by law.
ARTICLE
VI
PREEMPTIVE
BIGHTS
The
corporation elects to not have preemptive rights.
ARTICLE
VII
BOARD
OF DIRECTORS
All
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation managed under the direction of, the
board of directors, which shall consist of at least one person, regardless
of
the number of shareholders. The name and address of the persons who are to
serve
as directors until the first annual meeting or until a successor or successors
are elected is:
Name
|
Address
|
Todd
Sheehan
|
3636
S. Jason
Englewood,
CO 80113
|
Kathy
Sheehan
|
3636
S. Jason
Englewood,
CO 80113
|
The
number of directors of the corporation shall be fixed and may be altered
from
time to time as may be provided in the Bylaws. In case of any increase in
the
number of directors, the additional directors may be elected by the directors
or
by the stockholders at an annual or special meeting, as shall be provided
in the
Bylaws.
ARTICLE
VIII
CUMULATIVE
VOTING
Cumulative
voting shall not be allowed in the election of directors of the
corporation.
ARTICLE
IX
LIMITATION
ON DIRECTOR LIABILITY
A
director of the Corporation shall not be personally liable to the Corporation
or
to shareholders for monetary damages for breach of fiduciary duty as a director;
except that this provision shall not eliminate or limit the liability of
a
director to the Corporation or to its shareholders for monetary damages
otherwise existing for (i) any breach of the director’s duty of loyalty to the
Corporation or to its shareholders; (ii) acts or omissions not in good faith
or
which involve intentional misconduct or a knowing violation of law; (iii)
acts
specified in Section 7-108- 403 of the Colorado Business Corporation Act;
or
(iv) any transaction from which the director directly or indirectly derived
any
improper personal benefit. If the Colorado Business Corporation Act is hereafter
amended to eliminate or limit further the liability of a director, then,
in
addition to the elimination and limitation of liability provided by the
preceding sentence, the liability of each director shall be eliminated or
limited to the fullest extent pemiitted by the Colorado Business Corporation
Act
as so amended. Any repeal or modification of this Article IX shall not adversely
affect ally right or protection of a director of the Corporation under this
Article IX, as in effect immediately prior to such repeal or modification,
with
respect to any liability that would have accrued, but for this Article IX,
prior
to such repeal or modification.
ARTICLE
X
INDEMNIFICATION
The
corporation shall indemnify, to the fullest extent permitted by applicable
law
in effect from time to time, any person, and the estate and personal
representative of any such person, who is or was a director of the corporation
against any claim, liability or expense arising against or incurred by reason
of
the fact that he is or was a director of the corporation or, while serving
as a
director of the corporation, he is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, fiduciary,
or
agent of, or in any similar managerial or fiduciary position of, another
domestic or foreign corporation or other individual or entity of an employee
benefit plan. The corporation shall also indemnify any person who is serving
or
has served the corporation as director, officer, agent, fiduciary or employee,
and that person’s estate and personal representative, to the extent and in the
manner provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally
permissible.
ARTICLE
XI
TERM
OF EXISTENCE
The
period of duration of the corporation shall be perpetual.
/s/
_______________________________
Incorporator
The
undersigned consents to appointment as the initial registered agent of Art
Design, Inc.:
/s/ _______________________________
Registered
Agent
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