Exhibit 3.1
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)
|
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
1.
|
Name
of Corporation:
|
Windstar
|
2.
|
Resident
Agent
Name
and Street Address:
(must
be a Nevada address where process may be
served)
|
Nevada
Agency and Trust Company
|
|
Name
|
|
|
|
|
50
West Liberty Street, Ste 880
|
Reno
|
NV
|
89501
|
|
Street
Address
|
City
|
ST
|
Zip
Code
|
|
|
|
|
|
|
Optional
Mailing Address
|
City
|
ST
|
Zip
Code
|
3.
|
Shares:
(number
of shares corporation authorized to issue)
|
Number
of shares
with
par value:
|
100,000,000
|
Par
value: $
|
0.001
|
Number
of shares without par value:
|
|
4.
|
Names
&
Addresses
of
Board of
Directors/Trustees:
(attach
additional page if there is more than 3
directors/trustees)
|
1.
|
Siew
mee Fam
|
|
|
Name
|
|
50
West Liberty Street, Suite 880
|
Reno
|
NV
|
89501
|
|
Street
Address
|
City
|
ST
|
Zip
Code
|
|
2.
|
Sze
Yein Wong
|
|
|
|
Name
|
|
|
50
West Liberty Street, Suite 880
|
Reno
|
NV
|
89501
|
|
|
Street
Address
|
City
|
ST
|
Zip
Code
|
|
|
3.
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
|
Street
Address
|
City
|
ST
|
Zip
Code
|
5.
|
Purpose:
(optional-see
instructions)
|
The
purpose of this Corporation shall be: Any lawful business under the
State
of Nevada
|
6.
|
Name,
Address and Signature of Incorporator.
(attach
additional page if there is more than 1
incorporator)
|
|
/s/
Siew
mee Fam
|
|
Name
|
Signature
|
|
50
West Liberty Street, Suite 880
|
Reno
|
NV
|
89501
|
|
Street
Address
|
City
|
ST
|
Zip
Code
|
7.
|
Certificate
of
Acceptance
of
Appointment
of
Resident
Agent:
|
I
hereby accept appointment as Resident Agent for the above named
corporation.
|
|
/s/
Nevada Agency and Trust Company |
9/6/2007 |
|
Authorized
Signature of R.A. or On Behalf of R.A. Company
|
Date
|
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State Form 78 Articles 2007
Revised
on: 01/01/07
ARTICLES
OF INCORPORATION
OF
WINDSTAR
INC.
ARTICLE
I
NAME
The
name
of the corporation shall be Windstar Inc. (hereinafter, the “Corporation”).
ARTICLE
II
REGISTERED
OFFICE
The
initial office of the Corporation shall be 50 West Liberty Street, Suite 880,
Reno, NV 89501. The initial registered agent of the Corporation shall be Nevada
Agency and Trust Company at 50 West Liberty Street, Suite 880, Reno, NV 89501.
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.
ARTICLE
III
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.
(b) Certificate. Before
the Corporation shall issue any shares of Preferred Stock of any series, a
certificate of designation setting forth a copy of the resolution or resolutions
of the 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
Siew
Mee
Fam 50
West
Liberty Street, Suite 880, Reno, NV 89501
Section 3. Limitation
of Liability. The
liability of directors and officers of the Corporation shall be eliminated
or
limited to the fullest extent permitted by the NRS. If the NRS is amended to
further eliminate or limit or authorize corporate action to further eliminate
or
limit the liability of directors or officers, the liability of directors and
officers of the Corporation shall be eliminated or limited to the fullest extent
permitted by the NRS, as so amended from time to time.
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.
ARTICLE
V
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.
ARTICLE
VI
BYLAWS
IN
WITNESS WHEREOF, the Corporation has caused these articles of incorporation
to
be executed in its name by its Incorporator on August 8, 2007.
/s/
Siew Mee Fam
Siew
Mee
Fam