Ex. 3.1
Exhibit
3.1
ARTICLES
OF INCORPORATION
OF
U.S.A.
CONNECTION, INC.
The
undersigned incorporator, being a natural person of the age of 18 years or
more,
and desiring to form a body corporate under the laws of the State of Colorado,
does hereby sign, verify and deliver in duplicate to the Secretary of State
of
the State of Colorado these Articles of Incorporation:
ARTICLE
I
NAME:
The
name of the Corporation shall be: U.S.A. Connection, Inc.
ARTICLE
II
PERIOD
OF
DURATION: This Corporation shall exist in perpetuity unless dissolved according
to law.
ARTICLE
III
PURPOSES
AND POWERS: This Corporation is organized to carry on all lawful business for
which Corporations may be incorporated pursuant to the Colorado Corporation
Code.
ARTICLE
IV
CAPITAL:
The aggregate number of shares which this Corporation shall have authority
to
issues is Fifty Thousand (50,000) shares, without par value, which shares shall
be designated “Common Stock.”
1. Dividends: Dividends
may be paid upon the Common Stock, as and when declared by the Board of
Directors, out of the funds of the Corporation to the extent and in the manner
permitted by law.
2. Distribution
and Liquidation: Upon
any
liquidation, dissolution or winding up of the Corporation, and after paying
or
adequately providing for the payment of all outstanding obligations, the
remainder of the assets of the Corporation shall be distributed, either in
cash
or in kind, prorated to the holders of the Common Stock. A Board of Directors
may, from time to time, distribute to the shareholders in partial liquidation,
out of stated capital or capital surplus of the Corporation, a portion of its
assets, in cash or property, in the manner permitted and upon compliance with
the limitations imposed by law.
3. Voting
Rights; Cumulative Voting: Each
outstanding share of Common Stock shall be entitled to one vote and each
fractional share of Common Stock shall be entitled to a corresponding fractional
vote on each matter submitted to a vote of shareholders. Cumulative voting
shall
not be allowed in the election of director of the Corporation and every
shareholders entitled to vote at such election shall have the right to vote
the
number of shares owned by him for as many person as there are directors to
be
elected, and for whose election he as a right to vote.
4. Preemptive
Rights: The
holders of Common Stock of the Corporation shall have the preemptive and
preferential right, in proportion to their respective holdings of the Common
Stock, to purchase or subscribe for any shares of the Corporation, whether
now
or hereafter authorized, and any bonds, debentures, notes or other securities
convertible into or carrying options, warrants or privileges to purchase any
shares of the Corporation, whether now or hereafter authorized (including an
such shares, bonds, debentures, notes or other securities held I the treasury
of
the Corporation). This preemptive rights shall extend, without limitation,
to
shares issued for property or services, to shares issued on exercise of stock
rights an options to all or any of the directors, officers and employees of
the
Corporation, or any subsidiary thereof, into shares issued pursuant to stock
bonus plans and other incentive plans for their benefit.
ARTICLE
V
RIGHTS
OF
DIRECTORS AND OFFICERS TO CONTRACT WITH CORPORATION: Any
of
the Directors or Officers of this Corporation shall not, in the absence of
fraud, be disqualified by his office from dealing or contracting with this
Corporation either as vendor, purchaser or otherwise, nor shall a firm,
association, or Corporation of which he shall be a member, or in which he may
be
pecuniarily interested in any manner be so disqualified. No director or officer,
nor any firm, association or Corporation with which he is connected as
aforesaid, shall be liable to account to this Corporation or its shareholders
for any profit realized by him from or through any such transaction or contract,
it being the express purpose and intent of this Article to permit this
Corporation to buy from, sell to, or otherwise deal with partnerships, firms
or
Corporations of which the directors and officers of this Corporation, or any
one
or more of them, may be members, directors, or officers, or in which they or
any
of them may have a pecuniary interest; and the contracts of this Corporation,
in
absence of fraud, shall not be void or voidable or affected in any manner by
reason of any such position. Furthermore, directors of this Corporation may
be
counted for a quorum of the Board of Directors of this Corporation at any
meeting even though they may be pecuniarily interested in manners considered
at
such meeting, and any action taken at such meeting with reference to such
matters by majority of the disinterested directors should not be void or
voidable by this Corporation in the absence of fraud.
ARTICLE
VI
REGISTERED
OFFICE AND REGISTERED AGENT: The address of the initial registered office of
the
Corporation is 3905 Mason Street, Fort Collins, Colorado 80525, and the name
of
the initial registered agent at such address is Eugene Koehnke. Either the
registered office or the registered agent may be changed in the manner permitted
by law.
ARTICLE
VIII
INITIAL
BOARD OF DIRECTORS: The
initial Board of Directors of the Corporation shall consist of three (3)
directors and the names and addresses of the persons who shall serve as
directors until the first annual meeting of shareholders or until their
successors are elected and shall qualify are as follows:
Eugene
Koehnke
3905
South Mason Street
Fort
Collins, Colorado 80525
Lorraine
Koehnke
3905
South Mason Street
Fort
Collins, Colorado 80525
Geza
Pozsar
3419
Arden Way
Sacramento,
California 95825
ARTICLE
VIII
INCORPORATOR: The
name
and address of the incorporator is R. William Wawro, 215 West Oak Street, Fort
Collins, Colorado 80521.
IN
WITNESS WHEREOF: the above incorporator has signed these Articles of
Incorporation this 19th
day of
June, 1990.
/s/
R.
William Wawro
R.
William Wawro