EX-3.(I) 3 ex_3-1.txt ARTICLES OF INCORPORATION EXHIBIT 3.1 ARTICLES OF INCORPORATION ------------------------- OF -- HIDDEN LADDER, INC. ------------------- The undersigned, a natural person competent to contract, does hereby make, subscribe and file these Articles of Incorporation for the purpose of organizing a corporation under the laws of the State of Florida. ARTICLE I CORPORATE NAME -------------- The name of this Corporation shall be: HIDDEN LADDER, INC.. ARTICLE II PRINCIPAL OFFICE AND MAILING ADDRESS ------------------------------------ The principal office and mailing address of the Corporation is 2803 Isle Street, Rocklin, CA 95765. ARTICLE III NATURE OF CORPORATE BUSINESS AND POWERS --------------------------------------- The general nature of the business to be transacted by this Corporation shall be to engage in any and all lawful business permitted under the laws of the United States and the State of Florida. ARTICLE IV CAPITAL STOCK ------------- The maximum number of shares that this Corporation shall be authorized to issue and have outstanding at any one time shall be three hundred million (300,000,000) shares of Common Stock, par value $.0001 per share. ARTICLE V TERM OF EXISTENCE ----------------- This Corporation shall have perpetual existence. ARTICLE VI REGISTERED AGENT AND INITIAL REGISTERED OFFICE IN FLORIDA ------------------------------------ The Registered Agent and the street address of the initial Registered Office of this Corporation in the State of Florida shall be: Steven Sanders 7865 Amethyst Lake Pt. Lake Worth, FL 33467 ARTICLE VII BOARD OF DIRECTORS ------------------ This corporation shall have one (1) Director initially. David C. Johnson 2803 Isle Street Rocklin, CA 95765 ARTICLE VIII INCORPORATOR ------------ The name address of the person signing these Articles of Incorporation as the Incorporator is Steven Sanders, 7865 Amethyst Lake Pt., Lake Worth, FL 33467. ARTICLE IX INDEMNIFICATION --------------- To the fullest extent permitted by the Florida Business Corporation Act, the Corporation shall indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that such person (i) is or was a director of the Corporation; (ii) is or was serving at the request of the Corporation as a director of another corporation, provided that such person is or was at the time a director of the Corporation; or (iv)is or was serving at the request of the Corporation as an officer of another Corporation, provided that such person is or was at the time a director of the corporation or a director of such other corporation, serving at the request of the Corporation. Unless otherwise expressly prohibited by the Florida Business Corporation Act, and except as otherwise provided in the previous sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact such person is or was an officer, employee or agent of the Corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. ARTICLE X AFFILIATED TRANSACTIONS ----------------------- This Corporation expressly elects not to be governed by Section 607.0901 of the Florida Business Corporation Act, as amended from time to time, relating to affiliated transactions. 2 ARTICLE XI CONTROL SHARE ACQUISITIONS -------------------------- This Corporation expressly elects to be governed by Section 607.0902 of the Florida Business Corporation Act, as amended from time to time, relating to control share acquisitions. IN WITNESS WHEREOF, the undersigned Incorporator has executed the foregoing Articles of Incorporation on the 11 day of February 2010. /s/ Steven Sanders ------------------ Steven Sanders, Incorporator 3 CERTIFICATE DESIGNATING REGISTERED AGENT AND OFFICE FOR SERVICE FOR PROCESS Hidden Ladder, Inc., a corporation existing under the laws of the State of Florida with its principal office and mailing address at has 2803 Isle Street, Rocklin, CA 95765 named Steven Sanders whose address is 7865 Amethyst Lake Pt., Lake Worth, FL 33467 as its agent to accept service of process within the State of Florida. ACCEPTANCE: ----------- Having been named to accept service of process for the above-named Corporation, at the place designated in this Certificate, I hereby accept the appointment as Registered Agent, and agree to comply with all applicable provisions of law. In addition, I hereby am familiar with and accept the duties and responsibilities as Registered Agent for said Corporation. /s/ Steven Sanders ------------------ Steven Sanders 4