ARTICLE II. REGISTERED AGENT
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The
registered agent of the Corporation may or may not be located within or
without the Dominion of Melchizedek, and initially shall be :
The Islands of Melchizedek
Mail routing:
DOM Trade Center - Bulgaria
Shumen, 9 Tzar Samoil Str. Bulgaria
Satellite phone: 00-872-683137397
Fax: 00-872-683137398
(or applicant supply address) |
ARTICLE III. DURATION
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The Corporation shall have perpetual
existence. |
ARTICLE IV. PURPOSES
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The purposes for which this Corporation
is organized are:
To function as a holding company and
to engage in any lawful business. |
ARTICLE V. POWERS
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The Corporation shall have and exercise the following
powers:
| (1) |
Statutory Powers.To have and exercise all the powers
implied or specified |
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by law or in any regulation promulgated pursuant thereto as it now
exists or as it may be amended. |
| (2) |
Natural Persons. To do any and all things herein
set forth to the same extent as |
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natural persons might and could do in any part of the world as principal
agents, brokers, solicitors, adjusters, representatives or otherwise, either
alone or in the company of others. |
| (3) |
Attorney-in-fact. To appoint a duly authorized attorney-in-fact,
with full authority |
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to bind this Corporation in all matters as fully and completely as
a natural person in law could do. |
| (4) |
Officers, Agents, Employees and Compensation. To
appoint and elect agents and |
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officers and to hire employees; to define their duties; to fix their
compensation; and to pay pensions, establish pension plans, profit-sharing
plans, and other incentive plans for any or all of its directors, agents,
officers, and employees. |
| (5) |
Contracts. To enter into, make, perform and carry
out contracts of every kind and |
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for any lawful purpose consistent with the purposes of this Corporation,
without limit as to amount, with any person, firm association, corporation,
municipality, or government or any sub-division, district or department
thereof. |
| (6) |
Borrowing. To borrow money from time to time, without
limit as to amount, to |
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issue bonds, debentures, notes and other obligations of this Corporation
from time to time, for any of the objectives or purposes of this Corporation
, and to mortgage, pledge, hypothecate, and/or convey in trust any or all
of its property to secure the payment thereof. |
| (7) |
Agencies and Joint Venture. To act as agent or representative
for any domestic or |
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foreign corporations, associations, partnerships, individuals, or other
entities, corporations associations, partnerships, individuals or other
entities. |
| (8) |
Payments for Services. To make payments either in
money or any other valuable |
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property, as may from time to time be deemed expedient, for services
of any kind rendered or advice received. |
| (9) |
Payment in Securities. To pay for any rights, or
property acquired by the |
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Corporation in shares of stock, debentures or other securities of the
Corporation. |
| (10) |
Investment. To lend money for its corporate purposes,
invest and reinvest its |
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funds form time to time, and take and hold any property as security
for the payment of funds loaned or invested. |
| (11) |
Dealing in Goodwill. To purchase, lease, or otherwise
acquire, in whole or in |
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part, the business, goodwill, rights, franchises, and property of every
kind, and to undertake the whole or any part of the assets or liabilities
of any person, firm or association, corporation or other entity, and to
pay for the same in cash, in stock or bonds of this company or otherwise;
to hold or in any manner dispose of the whole or any part of the business
or property as acquired, and to exercise all the powers necessary or incidental
to the conduct of such business. |
| (12) |
Donation. To make donations, irrespective of corporate
benefit, for the public |
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welfare or for community funds, or for hospital, charitable, educational,
scientific, civic, or similar purposes. |
| (13) |
Guaranty. To promote or assist, financially or otherwise,
corporations, |
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syndicates, partnerships, individuals or association of all kinds and
to give any guaranty in connection therewith for the payment of money or
of the performance of any obligations or undertaking. |
| (14) |
Lending. To advance and lend money on real, personal
and mixed securities, on |
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cash, credit, or other accounts, on policies, bonds, other obligations,
or on the deposit of title deeds, wares and merchandise, bills of sale
and lading, warehousemen and wharfingers certificates, notes, dock warrants,
other mercantile indicia or tokens, bullion, stocks and shares. |
| (15) |
Advertising. To advertise for any type of business
in any foreign country where |
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permitted by statue or authority. |
| (16) |
Investment Advisor. To provide, render, consult,
recommend and advise to |
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others on investments in securities, commodities, real estate, diamonds,
gems, precious metals, stamps, personal property or other assets for compensation. |
| (17) |
Consultant. To consult with others on any matter
relating to the purposes and |
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powers of the Corporation for compensation. |
| (18) |
Precious Metals. To deal in, assay and refine precious
metals. |
| (19) |
Securities and Commodities Brokerage. To act as agents
for the sale and |
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purchase of any stocks, shares or securities, or for any other monetary
or mercantile transaction. |
| (20) |
Issue Securities. To issue debentures, debenture
stock, bonds, obligations and |
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securities of all kinds, and to frame, constitute, and secure the same,
as may seem expedient, with full power to make the same, transferable by
delivery, or by instrument of transfer or otherwise, and to charge and
secure the same by trust, deed or otherwise, on the undertaking of the
Corporation, or upon any specific property and rights, present and future,
of the Corporation (including, if thought fit, uncalled capital) or otherwise
howsoever. |
| (21) |
Inventory Financing. To finance or assist in financing
the sale of goods, articles |
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or commodities of any and every kind or description by way of hire,
purchase or deferred payment, or similar transactions, and to institute,
enter into, carry on, subsidize, finance or assist in subsidizing or financing
the sale and maintenance of any goods, articles or commodities of all and
every kind and description upon any terms whatsoever, to acquire and discount
hire-purchase or other agreements or any rights thereunder (whether proprietary
or contractual) and generally to carry on business and to act as bankers,
financiers, traders, commission agents, or in any other capacity in any
part of the world, and to import, export, buy sell, barter, exchange, pledge,
make advances upon or otherwise deal in goods, produce, articles and merchandise.
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| (22) |
Real Estate.(a) To purchase, take on lease in exchange,
or otherwise acquire |
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and to hold any lands and buildings within or without the Dominion
of Melchizedek, and any estate or interest in , and any rights over or
connected with, and such lands and buildings and to pay for the same in
money or in shares or other securities of the Corporation or otherwise
as the Corporation may see fit.
(b) To develop and turn to account any land acquired by or in which
the Corporation is interested, and in particular by laying out and preparing
the same for building purposes, construction, altering, pulling down, decorating,
maintaining, furnishing, fitting up and improving buildings, and by planting,
paving, draining, farming, and cultivation of the same, and by advancing
money to, and entering into contracts and arrangements of all kinds with
builders, tenants, and others.
(c) To purchase for investment or resale, and deal in land and houses
and other property of any tenure and any interest therein, and to make
advances upon the security of land or other property, or any interest therein,
and to deal in, traffic by way of sale, lease, exchange or otherwise with
the land and house property and any other property whether real or personal,
and generally to carry on the business of real estate agents and dealers
in all its branches.
(d) To purchase, invest in, lease or otherwise acquire, hold, occupy,
enjoy, manage, administer, mortgage, pledge, convey, sell or otherwise
dispose of any real property, or any shares, stocks, promissory notes,
bills of exchange, bonds, undertakings, notes, debentures, mortgages and
other securities or any other personal property. |
| (23) |
Shipping. (a) To purchase, charter, hire, take in
exchange, build or otherwise |
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acquire and hold steam, motor, air and other ships or vessels with
all equipment and furniture, or any share or interests in such ships or
vessels, and to maintain, repair, improve, alter, sell, exchange, or let
out to hire or charter, or otherwise deal with and dispose of any such
ships or vessels or shares therein.
(b) To employ the said ships or vessels in the conveyance of passengers
and mails and of goods, merchandise and produce of every kind and description
between such ports in any part of the world as may seem expedient. |
| (24) |
Bank Accounts. To establish bank accounts in any
jurisdiction in the world. |
| (25) |
Agencies. To establish agencies in any part of the
world and to regulate and |
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discontinue the same. |
| (26) |
Collections. To stipulate for, collect, receive,
sue for, and recover all agreed or |
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reasonable remuneration, together with all legal, usual or customary
costs, charges and expenses for all or any of the duties, trusts or services
of any kind whatsoever rendered, observed, executed, performed or done
in pursuance of any of the powers or objects of the Corporation. |
| (27) |
Licenses. To grant licenses or concessions over or
in respect of any property or |
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rights of the Corporation. |
| (28) |
Patents. To apply for and take out, purchase or otherwise
acquire any patent |
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rights or inventions, copyrights or secret processes which may be useful
for the Corporation's objectives and to grant licenses to use the same. |
| (29) |
Acquisitions. To acquire and undertake the whole
or any part of the business, |
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property and liabilities of any person or company carrying on any business
which the Corporation is authorized to carry on or possessed of property
suitable of the purpose of this Corporation. |
| (30) |
Partnerships and Joint Ventures. To enter into partnerships
or into any |
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arrangement for sharing profits, union of interests, cooperation, joint
venture, reciprocal concession or otherwise, with any person or company
carrying on or engaged in or about to carry on or engage in, any business
or transaction capable of being conducted so, directly or indirectly, to
benefit this Corporation. And to lend money to, guarantee the contracts
of, or otherwise assist any such person or company, and take or otherwise
acquire shares and securities of any such company and to sell, hold, re-issue,
with or without guarantee, or otherwise seal with the same. |
| (31) |
Registered in Foreign Countries. To procure the Corporation
to be registered or |
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recognized in any country or place outside of the Dominion of Melchizedek
where permitted by statue or authority. |
| (32) |
Ancillary Powers. To have and exercise all powers
necessary or convenient to |
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effect any or all of the purposes for which the corporation is organized. |
| (33) |
Execution of Powers. The Corporation may carry out
its purposes and exercise |
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its powers in any venue of The Dominion of Melchizedek or in any foreign
country to the extent that these purposes and powers are not forbidden
by the laws of that venue of The Dominion of Melchizedek or by that foreign
country; and it may limit the purpose or purposes that it proposes to carry
out or the powers it proposes to exercise in any application to do business
in any venue of The Dominion of Melchizedek or any foreign country. |
| (34) |
Directors Authority. The Board of Directors, subject
to these specific Articles of |
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Incorporation, shall direct the carrying out of the purposes and exercise
the powers of the Corporation without previous authorization or subsequent
approval by the shareholders of the corporation. |
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ARTICLE VI. CAPITALIZATION
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| (1) |
Authorized Shares. This Corporation is authorized to
issue two (2) classes |
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of capital stock, common stock ("common") which has voting rights and
preferred stock ("preferred") which has no voting rights. Unless otherwise
stated, references to "shares" and "stock" shall mean and refer to voting
common stock. That the total number of voting common stock authorized that
may be issued by the corporation is 50,000,000 shares of stock with a par
value of .001 per share. Said shares may be issued by the corporation from
time to time for such considerations as may be fixed from time to time
by the Board of Directors in registered or bearer form. |
| (2) |
Paid-in-Capital. Payment of additional shares shall be paid in cash
or assets into |
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the name of the Corporation designated by the Board of Directors. |
| (3) |
Fully Paid Non-Assessable. No stock certificates shall be issued until
fully paid. |
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Payment of shares may be cash, labor done, services actually rendered,
debts or canceled securities, tangible or intangible property actually
received or amounts transferred to capital from any surplus of the corporation
upon the issue of shares as a stock dividend, except for shares set forth
in section (3) above. After fully paying for their shares, the stockholders
shall not be liable for any further costs and assessments. |
| (4) |
Rights of Common Stockholders. Each holder of common stock, whether |
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registered or bearer, shall be entitled to one (1) vote for each share
of stock held or borne by each stockholder. |
| (5) |
Rights of Preferred Stockholders. Each holder or bearer of preferred
stock may |
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be entitled to convert his preferred stock into common stock upon approval
and in accordance with the terms and conditions provided by the Board of
Directors. |
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ARTICLE VII. INCORPORATOR(S)
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