ex3_1.htm
ROSS
MILLER
Secretary
of State
206
North Carson Street
Carson
City, Nevada 89701-4299
(775)
684 5708
Website:
secretaryofstate.biz
Articles
of Incorporation
(PURSUANT
TO NRS 78)
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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1.
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Name of Corporation:
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Hotel
Management Systems, Inc. |
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2.
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Resident Agent
Name and Street Address:
(must be a Nevada address where process may be
served)
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Name
John
Baumbauer
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Street
Address 8600 Starboard
Drive, Suite 1143
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City
Las
Vegas
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NV
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Zip
Code 89117
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Optional
Mailing Address
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City
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ST
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Zip
Code
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3.
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Shares:
(number of shares corporation authorized to
issue)
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Number
of shares
with
par value:
100,000,000
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Par
value: $
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0.001 |
Number
of shares without par value:
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4.
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Names &
Addresses
of Board of
Directors/Trustees:
(attach additional page if there is more than 3
directors/trustees)
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1.
John
Baumbauer
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Name
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Street
Address 8600 Starboard
Drive, Suite 1143
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City
Las
Vegas
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ST
NV
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Zip
Code 89117
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2.
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Name
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Street
Address
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City
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ST
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Zip
Code
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3.
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Name
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Street
Address
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City
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ST
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Zip
Code
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5.
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Purpose:
(optional-see instructions)
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The
purpose of this Corporation shall be: All lawful
purposes
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6.
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Name, Address and Signature of
Incorporator.
(attach additional page if there is more than 1
incorporator)
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Name
John
Baumbauer
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Signature
/s/John
Baumbauer
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8600
Starboard Drive, Suite 1143
Street
Address
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Las Vegas
City
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NV
ST
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89117
Zip
Code
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7.
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Certificate of
Acceptance of
Appointment of
Resident Agent:
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I
hereby accept appointment as Resident Agent for the above named
corporation.
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/s/John
Baumbauer |
April
14, 2008 |
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Authorized
Signature of R.A. or On Behalf of R.A. Company
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Date
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This
form must be accompanied by appropriate fees.
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Nevada
Secretary of State Form 78 Articles 2007 |
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Revised
on: 01/01/07
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ARTICLES
OF INCORPORATION
OF
HOTEL
MANAGEMENT SYSTEMS, INC.
ARTICLE
I
NAME
ARTICLE
II
REGISTERED
OFFICE
The
initial office of the Corporation shall be 8600 Starboard Dr., #1143, Las Vegas,
Nevada 89117 . The initial registered agent of the Corporation shall
be John Baumbauer , 8600 Starboard Dr., #1143, Las Vegas, Nevada
89117. The Corporation may, from time to time, in the manner
provided by law, change the resident agent and the registered office within the
State of Nevada. The Corporation may also maintain an office or offices for the
conduct of its business, either within or without the State of
Nevada.
CAPITAL
STOCK
Section 1. Authorized
Shares. The aggregate number of shares which the
Corporation shall have authority to issue is one hundred million (100,000,000)
shares, consisting of two classes to be designated, respectively, "Common Stock"
and "Preferred Stock," with all of such shares having a par value of $.001 per
share. The total number of shares of Common Stock that the Corporation shall
have authority to issue is ninety million (90,000,000) shares. The total number
of shares of Preferred Stock that the Corporation shall have authority to issue
is ten million (10,000,000) shares. The Preferred Stock may be issued in one or
more series, each series to be appropriately designated by a distinguishing
letter or title, prior to the issuance of any shares thereof. The voting powers,
designations, preferences, limitations, restrictions, and relative,
participating, optional and other rights, and the qualifications, limitations,
or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed
by resolution of the board of directors pursuant to Section 3 of this
Article III.
Section 2. Common
Stock.
(a) Dividend
Rate. Subject to the rights of holders of any
Preferred Stock having preference as to dividends and except as otherwise
provided by these Articles of Incorporation, as amended from time to time
(hereinafter, the "Articles") or the Nevada
Revised Statues (hereinafter, the “NRS”), the holders of Common
Stock shall be entitled to receive dividends when, as and if declared by the
board of directors out of assets legally available therefor.
(b) Voting
Rights. Except as otherwise provided by the NRS,
the holders of the issued and outstanding shares of Common Stock shall be
entitled to one vote for each share of Common Stock. No holder of shares of
Common Stock shall have the right to cumulate votes.
(c) Liquidation
Rights. In the event of liquidation, dissolution,
or winding up of the affairs of the Corporation, whether voluntary or
involuntary, subject to the prior rights of holders
of
Preferred Stock to share ratably in the Corporation's assets, the Common Stock
and any shares of Preferred Stock which are not entitled to any preference in
liquidation shall share equally and ratably in the Corporation's assets
available for distribution after giving effect to any liquidation preference of
any shares of Preferred Stock. A merger, conversion, exchange or consolidation
of the Corporation with or into any other person or sale or transfer of all or
any part of the assets of the Corporation (which shall not in fact result in the
liquidation of the Corporation and the distribution of assets to stockholders)
shall not be deemed to be a voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation.
(d) No
Conversion, Redemption, or Preemptive Rights. The
holders of Common Stock shall not have any conversion, redemption, or preemptive
rights.
(e) Consideration
for Shares. The Common Stock authorized by this
Article shall be issued for such consideration as shall be fixed, from time to
time, by the board of directors.
Section 3. Preferred
Stock.
(a) Designation. The
board of directors is hereby vested with the authority from time to time to
provide by resolution for the issuance of shares of Preferred Stock in one or
more series not exceeding the aggregate number of shares of Preferred Stock
authorized by these Articles, and to prescribe with respect to each such series
the voting powers, if any, designations, preferences, and relative,
participating, optional, or other special rights, and the qualifications,
limitations, or restrictions relating thereto, including, without limiting the
generality of the foregoing: the voting rights relating to the shares of
Preferred Stock of any series (which voting rights, if any, may be full or
limited, may vary over time, and may be applicable generally or only upon any
stated fact or event); the rate of dividends (which may be cumulative or
noncumulative), the condition or time for payment of dividends and the
preference or relation of such dividends to dividends payable on any other class
or series of capital stock; the rights of holders of Preferred Stock of any
series in the event of liquidation, dissolution, or winding up of the affairs of
the Corporation; the rights, if any, of holders of Preferred Stock of any series
to convert or exchange such shares of Preferred Stock of such series for shares
of any other class or series of capital stock or for any other securities,
property, or assets of the Corporation or any subsidiary (including the
determination of the price or prices or the rate or rates applicable to such
rights to convert or exchange and the adjustment thereof, the time or times
during which the right to convert or exchange shall be applicable, and the time
or times during which a particular price or rate shall be applicable); whether
the shares of any series of Preferred Stock shall be subject to redemption by
the Corporation and if subject to redemption, the times, prices, rates,
adjustments and other terms and conditions of such redemption. The powers,
designations, preferences, limitations, restrictions and relative rights may be
made dependent upon any fact or event which may be ascertained outside the
Articles or the resolution if the manner in which the fact or event may operate
on such series is stated in the Articles or resolution. As used in this section
"fact or event" includes, without limitation, the existence of a fact or
occurrence of an event, including, without limitation, a determination or action
by a person, government, governmental agency or political subdivision of a
government. The board of directors is further authorized to increase or decrease
(but not below the number of such shares of such series then outstanding) the
number of shares of any series subsequent to the issuance of shares of that
series. Unless the board of directors provides to the contrary in the resolution
which fixes the characteristics of a series of Preferred Stock, neither the
consent by series, or otherwise, of the holders of any outstanding Preferred
Stock nor the consent of the holders of any outstanding Common Stock shall be
required for the issuance of any new series of Preferred Stock regardless of
whether the rights and preferences of the new series of Preferred Stock are
senior or superior, in any way, to the outstanding series of Preferred Stock or
the Common Stock.
board of
directors, and establishing the voting powers, designations, preferences, the
relative, participating, optional, or other rights, if any, and the
qualifications, limitations, and restrictions, if any, relating to the shares of
Preferred Stock of such series, and the number of shares of Preferred Stock of
such series authorized by the board of directors to be issued shall be made and
signed by an officer of the corporation and filed in the manner prescribed by
the NRS.
Section 4. Non-Assessment
of Stock. The capital stock of the Corporation,
after the amount of the subscription price has been fully paid, shall not be
assessable for any purpose, and no stock issued as fully paid shall ever be
assessable or assessed, and the Articles shall not be amended in this
particular. No stockholder of the Corporation is individually liable for the
debts or liabilities of the Corporation.
ARTICLE
IV
DIRECTORS
AND OFFICERS
Section 1. Number of
Directors. The members of the governing board of
the Corporation are styled as directors. The board of directors of the
Corporation shall be elected in such manner as shall be provided in the bylaws
of the Corporation. The board of directors shall consist of at least one
(1) individual and not more than thirteen (13) individuals. The number
of directors may be changed from time to time in such manner as shall be
provided in the bylaws of the Corporation.
Section 2. Initial
Directors. The name and post office box or street
address of the director(s) constituting the initial board of directors
is:
Name Address
John
Baumbauer 8600
Starboard Dr. #1143, Las Vegas, Nevada 89117
Section 4. Payment of
Expenses. In addition to any other rights of
indemnification permitted by the laws of the State of Nevada or as may be
provided for by the Corporation in its bylaws or by agreement, the expenses of
officers and directors incurred in defending any threatened, pending, or
completed action, suit or proceeding (including without limitation, an action,
suit or proceeding by or in the right of the Corporation), whether civil,
criminal, administrative or investigative, involving alleged acts or omissions
of such officer or director in his or her capacity as an officer or director of
the Corporation or member, manager, or managing member of a predecessor limited
liability company or affiliate of such limited liability company or while
serving in any capacity at the request of the Corporation as a director,
officer, employee, agent, member, manager, managing member, partner, or
fiduciary of, or in any other capacity for, another corporation or any
partnership, joint venture, trust, or other enterprise, shall be paid by the
Corporation or through insurance purchased and maintained by the Corporation or
through other financial arrangements made by the Corporation, as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the officer or
director to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
Corporation. To the extent that an officer or director is successful on the
merits in defense of any such action, suit or proceeding, or in the defense of
any claim, issue or matter therein, the Corporation shall indemnify him or her
against expenses, including attorneys' fees, actually and reasonably incurred by
him or her in connection with the defense. Notwithstanding anything to the
contrary contained herein or in the bylaws, no director or officer may be
indemnified for expenses incurred in defending any threatened, pending, or
completed action, suit or proceeding (including without limitation, an action,
suit or proceeding by or in the right of the Corporation), whether civil,
criminal, administrative or investigative, that such director or officer
incurred in his or her capacity as a stockholder, including, but
not
limited to, in connection with such person being deemed an Unsuitable Person (as
defined in Article VII hereof).
Section 5. Repeal And
Conflicts. Any repeal or modification of Sections
3 or 4 above approved by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the liability
of a director or officer of the Corporation existing as of the time of such
repeal or modification. In the event of any conflict between Sections 3 or 4
above and any other Article of the Articles, the terms and provisions of
Sections 3 or 4 above shall control.
COMBINATIONS
WITH INTERESTED STOCKHOLDERS
At such
time, if any, as the Corporation becomes a "resident domestic corporation", as
that term is defined in NRS 78.427, the Corporation shall not be subject to, or
governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be
amended from time to time, or any successor statute.
BYLAWS
The board
of directors is expressly granted the exclusive power to make, amend, alter, or
repeal the bylaws of the Corporation pursuant to NRS 78.120.
IN
WITNESS WHEREOF, the Corporation has caused these articles of incorporation to
be executed in its name by its Incorporator on April 14, 2008.
/s/John Baumbauer
John
Baumbauer