Attached files
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EX-4 - SUBSCRIPTION AGREEMENT - Plycrete, Inc. | plycreteexhibit4.htm |
EX-3.2 - BY-LAWS - Plycrete, Inc. | plycreteexhibit32.htm |
EX-5 - OPINION OF COUNSEL AND CONSENT OF COUNSEL - Plycrete, Inc. | plycreteexhibits5.htm |
EX-23 - CONSENT OF INDEPENDENT REGISTERED CPA - Plycrete, Inc. | plycreteexhibits23.htm |
EX-10 - LICENSE AGREEMENT - Plycrete, Inc. | plycreteexhibits10.htm |
S-1 - PLYCRETE FORM S-1 02/01/10 - Plycrete, Inc. | plycretes1020110.htm |
Articles of
Incorporation
of
PLYCRETE
INC.
FIRST. The
name of the corporation is:
PLYCRETE
INC.
SECOND. Its
principal office in the State of Nevada is located at 2050 Russett Way, Carson
City, although this Corporation may maintain an office, or offices, in such
other place within or without the state of Nevada as may from time to time be
designated by the Board of Directors, or by the by-laws of said Corporation, and
that this Corporation may conduct all Corporation business of every kind and
nature, including the holding of all meetings of Directors and Stockholders,
outside the State of Nevada as well as within the State of Nevada.
THIRD. The
objects for which this Corporation is formed are: To engage in any lawful
activity, including, but not limited to the following:
(A) Shall
have such rights, privileges and powers as may be conferred upon corporations by
any existing law.
(B) May
at any time exercise such rights, privileges and powers, when not inconsistent
with the purposes and objects for which this corporation is
organized
(C) Shall
have power to have succession by its corporate name for the period limited in
its certificate or articles of incorporation, and when no period is limited,
perpetually, or until dissolved and its affairs wound up according to
law.
(D) Shall
have power to sue and be sued in any court of law or equity.
(E) Shall
have power to make contracts.
(F) Shall
have power to hold, purchase and convey real and personal estate and to mortgage
or lease any such real and personal estate with its franchises. The power to
hold real and personal estate shall include the power to take the same devise or
bequest in the State of Nevada, or any other state, territory or
country.
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(G) Shall
have power to appoint such officers and agents as the affairs of the corporation
shall require, and to allow them suitable compensation.
(H) Shall
have power to make by-laws not inconsistent with the constitution of the United
States, or of the State of Nevada, for the management, regulation and government
of its affairs and property, the transfer of its stock, the transaction of its
business, and the calling and holding of meetings of its
stockholders.
(I)
Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J)
Shall have power to adopt and use a common seal or on any corporate
document. The corporation may use a seal or stamp, if it desires, but such
non-use shall not in any way affect the legality of the document.
(K) Shall
have power to borrow money and contract debts when necessary for the transaction
of its business, or for the exercise of its corporate rights, privileges or
franchises, or for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures, and other obligations
and evidences of indebtedness, payable upon the happening of a specified event
or events whether secured by mortgage, pledge, or otherwise, or unsecured, for
money borrowed, or in payment for property purchased, or acquired, or for any
other lawful object.
(L)
Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock, or any bonds, securities or evidences of the indebtedness created by, any
other corporation or corporations of the State of Nevada, or any other state or
government, and while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall
have power to purchase, hold, sell and transfer shares of its own capital stock,
and use therefor its capital, capital surplus, surplus, or other property or
fund.
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(N) Shall
have power to conduct business, have one or more offices, and hold, purchase,
mortgage and convey real and personal property in the State of Nevada, and in
any of the states, territories, possessions and dependencies of the United
States, the District of Columbia, and any foreign countries.
(O) Shall
have power to do all and everything necessary and proper for the accomplishment
of the objects enumerated in its certificate or articles of incorporation, or
any amendment thereof, or necessary or incidental to the protection and benefit
of the corporation, and, in general, to carry on any lawful business necessary
or incidental to the attainment of the objects of the corporation, or any
amendment thereof.
(P)
Shall have the power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall
have the power to enter into partnerships, general or limited, or joint
ventures, in connection with any lawful activities.
FOURTH. That
the voting common stock authorized that may be issued by the corporation is
SEVENTY FIVE MILLION (75,000,000) shares of stock with a normal or par value of
.001 and no other class of stock shall be authorized. Said shares with a nominal
or par value 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.
FIFTH. The
governing body of the corporation shall be known as directors, and the number of
directors may from time to time be increased or decreased in such manner as
shall be provided by the By-Laws of this Corporation, providing that the number
of directors shall be reduced to no less than one (1). The name and post office
address of the first board of Directors shall be one (1) in number and listed as
follows:
|
Deanna
K. Kelly
2050
Russett Way
Carson
City, NV 89703
|
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SIXTH. The
capital stock, after the amount of the subscription price, or par value, has
been paid in, shall not be subject to assessment to pay the debts of the
corporation.
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SEVENTH. The
name and post office address of the incorporator(s) signing the Articles of
Incorporation are as follows:
|
Deanna
K. Kelly
2050
Russett Way
Carson
City, NV 89703
|
|
EIGHTH. The
resident agent for this corporation shall be:
BUDGET
CORP
The
address of said agent, and, the principal or statutory address of this
corporation in the State of Nevada is.
2050
Russett Way
Carson
City, Nevada 89703
NINTH. The
corporation is to have perpetual existence.
TENTH. In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted
by the stockholders, to make, alter or amend the By-Laws of the
Corporation.
To fix the amount to be reserved as
working capital over and above its capital stock paid in; to authorize and cause
to be executed, mortgages and liens upon the real and personal property of this
corporation.
By resolution passed by a majority of
the whole Board, to consist of one (1) or more committees, each committee to
consist of one or more directors of the corporation, which, to the extent
provided in the resolution, or in the By-Laws of the Corporation, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation. Such committee, or committees, shall
have such name, or names, as may be stated in the By-Laws of the Corporation, or
as may be determined from time to time by the resolution adopted by the Board of
Directors.
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When and as authorized by the
affirmative vote of the Stockholders holding stock entitling them to exercise at
least a majority of the voting power given at a Stockholders meeting called for
the purpose, or when authorized by written consent of the holders of at least a
majority of the voting stock issued and outstanding, the Board of Directors
shall have power and authority at any meeting to sell, lease or exchange all of
the property and assets of the Corporation, including its good will and its
corporate franchises, upon such terms and conditions as its Board of Directors
deems expedient and for the best interests of the Corporation.
ELEVENTH. No
shareholder shall be entitled as a matter of right to subscribe for, or receive
additional shares of any class of stock of the Corporation, whether now or
hereafter authorized, or any bonds, debentures or securities convertible into
stock may be issued or disposed of by the Board of Directors to such persons and
on such terms as is in its discretion it shall deem advisable.
TWELFTH.
No director or officer of the Corporation shall be personally liable to the
Corporation or any of it stockholders for damages for breach of fiduciary duty
as a director or officer involving any act of omission of any such director or
officer; provided, however, that the forgoing provision shall not eliminate or
limit the liability of a director or officer (i) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of the law, or (ii)
the payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.
THIRTEENTH. This
Corporation reserves the right to amend, alter, change, in any manner now or
hereafter prescribed by statute, or by the Articles of Incorporation, and all
rights conferred upon Stockholders herein are granted subject to this
reservation.
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I, THE UNDERSIGNED, being the
Incorporator Herein before named for the purpose of forming a Corporation
pursuant to the General Corporation Law of the State of Nevada, do make and file
these Articles of Incorporation, hereby declaring and certifying that the facts
herein are true, and accordingly have hereunto set my hand this 21st day of
August, 2007.
/s/
Deanna K. Kelly
|
||
Deanna
K. Kelly
|
Corporate
Advisory Service, Inc. does here by accept as Resident Agent for the previous
name Corporation.
Corporate
Advisory Service, Inc.
/s/
Deanna K. Kelly
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08/21/2007
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By
Deanna K. Kelly, Manager
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Date
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