Attached files
| file | filename |
|---|---|
| S-1 - Eco-Tek Group, Inc. | sandalwoods-1.htm |
| EX-5.1 - Eco-Tek Group, Inc. | ex5-1.htm |
| EX-3.2 - Eco-Tek Group, Inc. | ex3-2.htm |
| EX-23.1 - Eco-Tek Group, Inc. | ex23-1.htm |
| EX-23.3 - Eco-Tek Group, Inc. | ex23-3.htm |
| EX-10.1 - Eco-Tek Group, Inc. | ex10-1.htm |
Exhibit
3.1
ARTICLES
OF INCORPORATION
OF
SANDALWOOD
VENTURES, LTD.
ARTICLE
I.
The name
of the corporation (hereinafter called the “Corporation”) is:
Sandalwood
Ventures, Ltd.
ARTICLE
II.
The
resident agent and registered office of the Corporation within the State of
Nevada is Incorp Services, Inc., 3155 East Patrick Lane – Suite 1, Las Vegas,
Nevada, 89120-3481.
ARTICLE
III.
The
nature of the business of the Corporation and the objects or the purposes to be
transacted, promoted, or carried on by it are as follows:
To engage
in any lawful activity for which Corporations may be incorporated under the
Nevada General Corporation Law.
ARTICLE
IV.
The total
number of shares of stock that the Corporation shall have authority to issue is
300,000,000, consisting of 250,000,000 shares of common stock, par value $0.001
per share (“Common Stock”), and 50,000,000 shares of preferred stock par value
$0.001 per share (“Preferred Stock”).
Shares of
Preferred Stock of the Corporation may be issued from time to time in one or
more series, each of which shall have such distinctive designation or title as
shall be determined by the Board of Directors of the Corporation (“Board of
Directors”) prior to the issuance of any shares thereof. Preferred
Stock shall have such voting powers, full or limited, or no voting powers, and
such preferences and relative, participating, optional or other special rights
and such qualifications, limitations or restrictions thereof, as shall be stated
in such resolution or resolutions providing for the issue of such class or
series of Preferred Stock as may be adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof. The number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the
voting power of all the then outstanding shares of the capital stock of the
corporation entitled to vote generally in the election of the directors (the
“Voting Stock”), voting together as a single class, without a separate vote of
the holders of the Preferred Stock, or any series thereof, unless a vote of any
such holders is required pursuant to any Preferred Stock
Designation.
ARTICLE
V.
The
governing Board of the Corporation shall be styled as a “Board of Directors,”
and any member of said Board shall be styled as a “director.”
The
number of members constituting the first Board of Directors of the Corporation
is one (1); and the name and the post office address of said member is as
follows:
|
Name
|
Address
|
|
EDWIN
SLATER
|
15
PARK STREET, PARKHILL
HOPEMAN,
MORAYSHIRE
SCOTLAND
IV305SE
|
The
number of directors of the Corporation may be increased or decreased in the
manner provided in the Bylaws of the Corporation; provided, that the number of
directors shall never be less than one. In the interim between
elections of directors by stockholders entitled to vote, all vacancies,
including vacancies caused by an increase in the number of directors and
including vacancies resulting from the removal of directors by the stockholders
entitled to vote which are not filled by said stockholders, may be filled by the
remaining directors, though less than a quorum.
ARTICLE
VI.
No fully
paid shares of any class of stock of the Corporation shall be subject to any
further call or assessment in any manner or for any cause. The good
faith determination of the Board of Directors of the Corporation shall be final
as to the value received in consideration of the issuance of fully paid
shares.
-2-
ARTICLE
VII.
The name
and the post office address of the incorporator signing these Articles of
Incorporation is as follows:
|
Name
|
Address
|
|
EDWIN
SLATER
|
15
PARK STREET, PARKHILL
HOPEMAN,
MORAYSHIRE
SCOTLAND
IV305SE
|
ARTICLE
VIII.
The
Corporation shall have perpetual existence.
ARTICLE
IX.
The
holders of a majority of the outstanding shares of stock which have voting power
shall constitute a quorum at a meeting of stockholders for the transaction of
any business unless the action to be taken at the meeting shall require a
greater proportion.
In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to fix the amount to be reserved as working
capital over and above its paid-in capital stock, and to authorize and cause to
be executed, mortgages and liens upon the real and personal property of the
Corporation.
ARTICLE
X.
The
personal liability of the directors of the Corporation is hereby eliminated to
the fullest extent permitted by the Nevada General Corporation Law, as the same
may be amended and supplemented.
ARTICLE
XI.
The
Corporation shall, to the fullest extent permitted by the Nevada General
Corporation Law, as the same may be amended and supplemented, indemnify any an
all persons whom it shall have power to indemnify under said Law from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said Law, and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
-3-
ARTICLE
XII.
The
Corporation reserves the right to amend, alter, change, or repeal any provision
contained in these Articles of Incorporation in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
ARTICLE
XIII.
Shareholders
of the Corporation shall not have cumulative voting rights nor preemptive
rights.
Signed
this 4th day of April 2007
|
SANDALWOOD VENTURES,
LTD.
|
|
|
By:
/s/ Edwin
Slater
|
|
|
Edwin
Slater, Incorporator
|
-4-