EX-3 3 bluemoose10ex3ii.htm EX. 3II BYLAWS Exhibit 3(ii)

Exhibit 3(ii)


ARTICLES OF INCORPORATION


OF


BLUE MOOSE MEDIA, INC.


THE UNDERSIGNED, having associated ourselves together for the purpose of forming a corporation for the transaction of business and the promotion and conduct of the objects and purposes hereinafter stated, under the provisions of and subject to the requirements of the laws of the State of Nevada, do make, record and file these Articles of Incorporation, in writing, and we do hereby certify:


ARTICLE I

NAME


The name of this Corporation shall be: BLUE MOOSE MEDIA, INC.


ARTICLE II

PURPOSE


The purpose for which said Corporation is formed and the nature of the objects proposed to be transacted and carried on by it is to engage in any and all lawful activity, as provided by the laws of the State of Nevada.


ARTICLE III

CAPITAL STOCK


The authorized amount of Capital Stock of the Corporation shall be One Hundred Million (100,000,000) shares of Common Stock at $.001 par value per share and Ten Million (10,000,000) shares of Preferred Stock at $.001 par value per share, in such series and designations as may be authorized by the Board of Directors. Said Capital Stock may be increased or decreased from time to time in accordance with the provisions of the laws of the State of Nevada.


ARTICLE IV

GOVERNING BOARD


The members of the Governing Board of the Corporation are styled Directors. The initial board of directors shall consist of one member. The names and post office address of the First Board of Directors are as follows:


FIRST BOARD OF DIRECTORS


Name

Address


Jason Davis

3113 St. Christopher Court

Antioch, CA 94509


ARTICLE V

INCORPORATOR


The name and address of the incorporator signing these Articles of Incorporation, who is above the age of eighteen (18) years, is as follows:


Name

Address


Cletha A. Walstrand

8 East Broadway, Suite 609

Salt Lake City, UT 84111




ARTICLE VI

RESIDENT AGENT


The name and address of the Resident Agent is as follows:


Name

Address

Gateway Enterprises, Inc.

3230 East Flamingo Road, Suite 156

Las Vegas, Nevada 89121


ARTICLE VII

INDEMNIFICATION


No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.


ARTICLE VIII

ACQUISITION OF CONTROLLING INTEREST


The Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any of the provisions of this paragraph shall apply to or have any effect on any transaction involving acquisition of control by any person or any transaction with an interested stockholder occurring prior to such amendment or repeal.


ARTICLE IX

COMBINATIONS WITH INTERESTED STOCKHOLDERS


The Corporation elects not to be governed by the terms and provisions of Sections 78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision.


IN WITNESS WHEREOF, I have hereunto subscribed my name this 30th day of June, 2004.


/s/ Cletha A. Walstrand   

Cletha A. Walstrand




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State of Utah

)

:ss.

County of Salt Lake

)


On the 30th day of June 2004, personally appeared before me, a notary public (or judge or other authorized person, as the case may be), duly commissioned and sworn, Cletha A. Walstrand, personally known or proven to me on the basis of satisfactory evidence to be the person whose name is subscribed to the foregoing instrument and who acknowledged that she executed the instrument.


IN WITNESS WHEREOF, I have executed this notary and affixed my official seal.


NOTARY SEAL

___________________________________

NOTARY PUBLIC


My Commission Expires:_______________






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