[LOGO - SECRETARY OF STATE, STATE OF NEVADA]
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that ORGANIC SOILS.COM, INC. did on January 19, 2000 file in this
office the original Articles of Incorporation; that said Articles are now on
file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office,
in Carson City, Nevada, on January 19, 2000.
/s/ Dean Heller
Secretary of State
By (signature)
Certification Clerk
[LOGO - THE GREAT SEAL OF THE STATE OF NEVADA]
[LOGO - FILED #C1420-00JAN 19 2000]
Articles of Incorporation
of
ORGANIC SOILS.COM, INC.
FIRST. The name of the corporation is:
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ORGANIC SOILS.COM, INC.
SECOND. Its principle office in the State of Nevada is located
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at 251 Jeanell Dr. Suite 3, Carson City, NV 89703, although this Corporation may
maintain an office, or offices, in such other place within or without the state
of Nevada as may from time to time be designated by the Board of Directors, or
by the by-laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD. The objects for which this Corporation is formed are:
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To engage in any lawful activity, including, butnot limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred
upon corporations by any existing law
(B) may at any time exercise such rights, privileges and powers, when
not inconsistent with the purposes and objects for which this corporation is
organized.
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same devise or bequest in the State of Nevada, or any other state,
territory or country.
(G) Shall have power to appoint such officers and agents as the affairs
of the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make by-laws not inconsistent with the
constitution of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp by the
corporation on any corporate documents is not necessary. The corporation may use
a seal or stamp, if it desires, but such non-use shall not in any way affect the
legality of the document.
(K) Shall have power to borrow money and contract debts when necessary
for the transaction of its business or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable upon the happening of
specified event or events, whether secured by mortgage, pledge, or otherwise, or
unsecured, for money borrowed, or in payment for property purchased, or
acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock, or any bonds, securities or evidences of the indebtedness created by any
other corporation or corporations of the State of Nevada, or any other state or
government, and while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefor its capital, capital surplus, surplus, or
other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the states, territories, possessions, and dependencies of
the United States, the District of Columbia, and any foreign countries.
(O) Shall have power to do all and everything necessary and proper for
the accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, or any amendment thereof.
(P) Shall have the power to make donations for the public welfare or
for charitable, scientific or educational purposes.
(Q) Shall have the power to enter into partnerships, general or
limited, or joint ventures, in connection with any lawful activities.
FOURTH. That the voting common stock authorized that may be issued by
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the corporation is FIFTY MILLION (50,000,000) shares of stock with a nominal or
par value of .001 and no other class of stock shall be authorized. Said shares
with a nominal or par value that may be issued by the corporation from time to
time for such considerations as may be fixed from time to time by the Board of
Directors.
FIFTH. The governing body of the corporation shall be known as
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directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall be reduced to no less
than one (1). The name and post office address of the first board of Directors
shall be one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
Michael D. Taylor 251 Jeanell Dr. Suite 3
Carson City, NV 89703
SIXTH. The capital stock, after the amount of the subscription price,
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or par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH. The name and post office address of the incorporator(s)
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signing the Articles of Incorporation is as follows:
NAME ADDRESS
Michael D. Taylor 251 Jeanell Dr. Suite 3
Carson City, NV 89703
EIGHTH. The resident agent for this corporation shall be:
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CORPORATE ADVISORY SERVICE, INC.
The address of said agent, and, the principle or statutory address of this
corporation in the State of Nevada is.
251 Jeanell Dr. Suite 3
Carson City, NV 89703
NINTH. The corporation is to have perpetual existence.
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TENTH. In furtherance and not in limitation of the powers conferred
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by statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the stockholders,
to make, alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and
above its capital stock paid in; to authorize and cause to be executed,
mortgages and liens upon the real and personal property of this corporation.
By resolution passed by a majority of the whole Board, to
consist of one (1) or more committees, each committee to consist of one or more
directors of the corporation, which, to the extent provided in 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 business and affairs of the
Corporation. Such committee, or committees, shall have such name, or 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.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for the purpose, or when authorized by
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
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subscribe for, or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as is in its discretion it shall
deem advisable.
TWELFTH. No director or officer of the Corporation shall be personally
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liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act of omission of any
such director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
the law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statues. Any repeal or modification of this Article by the
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.
THIRTEENTH. This Corporation reserves the right to amend, alter,
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change, in any manner now or hereafter prescribed by statute, or by the Articles
of Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
I, THE UNDERSIGNED, being the Incorporator Herein before named
for the purpose of forming a Corporation pursuant to the General Corporation Law
of the State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein are true, and accordingly have
hereunto set my hand this 10th. day of January, 2000.
/s/ Michael D. Taylor
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Michael D. Taylor
STATE OF NEVADA )
) SS:
CARSON CITY )
On this 10th. day of January, 2000, in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared:
Michael D. Taylor
Known to be the person whose name is subscribed to the foregoing document and
acknowledged to me that he executed the same.
/s/Deanna K. Kelly
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Notary Public [LOGO-Deanna K. Kelly
Notary Public - Nevada]
Corporate Advisory Service, Inc. does hereby accept as Resident Agent for the
previously named Corporation.
Corporate Advisory Service, Inc.
/s/Michael D. Taylor /s/ 1/10/00
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By Michael D. Taylor, President Date