THE UNDERSIGNED,
being
over the age of eighteen years, in order to form a corporation pursuant
to the provisions of the Corporate Code, hereby certifies as follows:
FIRST
IDENTIFICATION
The name of the corporation, hereinafter
referred
to as the Corporation,” is SEVEN GATES
GROUP.
SECOND
PERIOD
OF EXISTENCE
The period during which the corporation
shall continue is perpetual.
THIRD
REGISTERED
OFFICE AND REGISTERED AGENT
The address of the initial registered
office of
the Corporation is
20 Teddy Lane, Ash Fork, AZ
86320
P.O. Box 1136, Ash Fork, Arizona
86320-1136
FOURTH
PURPOSE
The purpose of the Corporation is to
engage in any
or all lawful business for which corporations may be organized under
the provisions of the General Corporation Law of Arizona.
FIFTH
SHARES
The total authorized capital stock of
the Corporation is $1,000,000 shares having a Par Value of $14.
All or any part
of said shares may be issued by the Corporation from time to time and
for
such consideration as may be determined upon or fixed by the Board of
Directors,
as provided by law.
SIXTH
INCORPORATOR’S
ADDRESS
The name and post office address of the
Incorporator
of the Corporation is as follows:
Ty Narada
Post Office Box 1136
Ash Fork, Arizona 86320-1136
Seven Gates Group Inc.
SEVENTH
DIRECTORS
The powers of the Incorporator are to
terminate
upon the filing of this Certificate of Incorporation and the name and
mailing address of the person who is to serve as Director until the
first meeting
of stockholders or until his successor is elected and qualifies is as
follows:
Ty Narada, POB 1136, Ash Fork,
Arizona 86320-1136
EIGHTH
INDEMNITY
Directors of the corporation shall not
be liable
to either the corporation or its stockholders for monetary damages for
a
breach of fiduciary duties unless the breach is one which invokes: (1)
a Director’s duty of loyalty to the corporation or its stockholders;
(2) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation
of law; (3) liability for unlawful payments of dividends or unlawful
stock
purchases or redemption by the corporation; or (4) a transaction from
which
the Director derived an improper personal benefit.
The effective date of this Certificate
of Incorporation shall be PENDING.
IN WITNESS WHEREOF,
the undersigned Incorporator has caused this Certificate of
Incorporation
to be executed as of
PENDING.
Ty Narada
Ty Narada
(Incorporator)
INCORPORATOR’S CERTIFICATE
Of
Seven Gates Group,
Inc.
I, Ty Narada, the sole
incorporator of Seven Gates Group, a limited liability
corporation (LLC) formed
in accordance with the laws of Arizona sign this statement to set forth
action
taken as follows:
FIRST:
I state
that the Certificate of Incorporation of Seven Gates Group,
LLC on PENDING, a true copy of
which is annexed to this statement, was
filed with the Corporations
Registar of the State of Arizona on PENDING.
SECOND:
The
by-laws annexed to this statement have been adopted by me as the
by-laws
of the Corporation.
THIRD:
The following persons have been nominated and elected by me as Director
of the Corporation to hold office until the first annual meeting of
shareholders and until their
successors are elected and qualify:
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Ty E. Narada
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Ethan Shawn
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Dylan Tyler
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Karla Baker
|
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Jesus H. Christ
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Julius Caesar
|
Carl Sagan
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Vincent Julig
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Zip Doo Dah
|
Top Secret
|
Jesse James
|
Mark Johnson
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Alex D. Great
|
Helen of Troy
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Wyatt Isaac
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Nikola Tesla
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John Galt
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Alien of Altar
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Big Daddy
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Hindenberg
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ss
ss
ss
ss
ss
FOURTH: I
hereby assign
all my rights as incorporator of the Corporation to the above-named
directors.
The foregoing is established by my
signature on this instrument at Seven Gates Corporate Headquarters, Ash
Fork, AZ on this PENDING day of PENDING.
Ty Narada
(Incorporator)
WAIVER OF NOTICE
OF
THE FIRST MEETING
OF THE BOARD OF DIRECTORS
OF
Seven Gates Group,
LLC.
We, the undersigned,
being all the directors of Seven Gates Group, hereby waive all notice
of
the first meeting of the Board of Directors of the Corporation and
agree and consent that this meeting be held at the offices of the
Corporation,
MINUTES OF THE
FIRST MEETING OF THE BOARD OF DIRECTORS
The First Meeting of the Board of
Directors of Seven Gates Group was held on January 28, 1998,
at the principal office of the Corporation, Narada Farms, Arizona
86868.
Upon motion duly made and seconded, Ty
Narada was
chosen as Chairman of the meeting and Holly Oaks Secretary of the
meeting.
The Secretary called the roll and the following Directors were present:
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Ty E. Narada
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Ethan Shawn
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Dylan Tyler
|
Karla Baker
|
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Jesus H. Christ
|
Julius Caesar
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Carl Sagan
|
Vincent Julig
|
Zip Doo Dah
|
Top Secret
|
Jesse James
|
Mark Johnson
|
Alex D. Great
|
Helen of Troy
|
Wyatt Isaac
|
Nikola Tesla
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John Galt
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Alien of Altar
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Big Daddy
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Hindenberg
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Ty E. Narada, P.O. Box 1111, Narada
Farms, Arizona, 86868-1111
being the Director of the Corporation
The Secretary then presented an original
Waiver
of Notice of the time and place of the meeting signed by each of the
Directors. Upon motion duly made and seconded, it was unanimously:
RESOLVED,
that these waivers be entered in the Minute Book
immediately
preceding the minutes of this meeting.
The Secretary then
presented
a copy of the Certificate of Incorporation, the original of which was
filed with the Secretary of State on PENDING.
After consideration, and upon motion duly made and seconded, it was
unanimously
RESOLVED,
that the Directors of Seven Gates Group, LLC
ratify
and approve the Certificate of Incorporation and its filing with the
Secretary
of State.
The Secretary then
presented
the Incorporator’s Certificate and by-laws adopted by the
Incorporator(s) at Flagstaff, Arizona on PENDING.
After consideration, and upon motion duly made and seconded, it was
unanimously:
RESOLVED,
that the Incorporator’s Certificate adopted and
executed
by the Incorporator(s) on PENDING became
effective
pursuant Article I and all action shown to have been taken or
authorized
by the board of directors are approved and ratified in all respects; and it is further
RESOLVED,
that the by-laws of this Corporation presented
to
the meeting be and they aare hereby adopted as the by-laws of the
Corporation
and that a copy thereof shall be permanently inserted in the Minute
Book
of the Corporation.
The
Chairman stated that the next order of
business was the election
of the officers as specified in the by-laws. Nomination having made,
the
following persons were duly elected to the offices set beside their
respective
names, to serve until the next Annual Meeting of the Board of Directors
of
the Corporation, and until their respective successors shall be duly
elected
and shall qualify in their stead:
Lance Willis, Chairman of the Board
Ty E. Narada, President
Jesus H. Christ, Vice President
Holly Oaks, Secretary
Carman Lord, Treasurer
Shawn Clark, Assistant Secretary
Sheena Vault, Assistant Treasurer
Seven Gates Group, Inc.
The Chairman then submitted to the meeting a seal proposed for use as the
corporate
seal of the Corporation. After consideration, and upon motion duly made
and seconded, it was unanimously:
RESOLVED, that the form of seal submitted to
this
meeting be and the same hereby is approved and adopted
as and for the corporate seal of the Corporation, and that an
impression
of said seal be made upon the margin of these minutes.
The Chairman
then presented to the meeting a proposed form of
certificate for
fully paid and nonassessable shares of the Corporation. The Chairman
directed
that a copy of such form of certificate be annexed to and made a part
of
the minutes of this meeting. After consideration, and upon motion duly
made and seconded, it was unanimously:
RESOLVED,
that the form of certificate for fully paid and
non
assessable shares of the Corporation, submitted
to
this meeting, be and the same hereby is approved and adopted in all
respects
as the certificate to represent such fully paid and non assessable
shares
and that a specimen of such certificate be annexed to and made a part
of
the minutes of this meeting.
The Chairman
then stated that the next order of business was
the designation
of a depository for the funds of the Corporation. After consideration,
and
upon motion duly made and seconded, it was unanimously:
RESOLVED, that the banking resolutions annexed
hereto
and made a part hereof are adopted for and on behalf of the
Corporation;
and it is further
RESOLVED,
that the banking resolutions annexed hereto and
made
a part hereof are adopted for and on behalf of the Corporation; and it
is
further
RESOLVED,
that the Secretary of the Corporation be and she
hereby
is authorized to certify to the Bank the foregoing resolutions.
The Chairman
then stated that the next order of business was
the designation
of a fiscal year for the Corporation, pursuant to the provisions of
Article
IX of the by-laws of the Corporation. After consideration, and upon
motion
duly made and seconded, it was unanimously:
RESOLVED,
that the year ending October, 31, 1998 be and it
hereby
is designated as the fiscal year of the Corporation.
The Chairman stated that the next order of business was the authorization
of
the initial expenses of the Corporation. After consideration, and upon
motion
duly made and seconded, it was unanimously;
RESOLVED,
that the Treasurer of the Corporation be, and he
hereby
is, authorized and directed to pay all charges and expenses incident to
or
arising out of the organization of the Corporation, and to reimburse
any
and all persons who have made disbursements thereof; and it was further
RESOLVED,
that the Corporation elect, on its first United
States
Corporation Income Tax Return, to deduct these
expenses
Ratably over a 12-month period, starting
with the
month in which the Corporation begins business, pursuant to Section 248
of the Internal Revenue Code of 1986, as mended.
The Chairman
stated that the next order of business was the
designation of the
principal office of the Corporation and the appointment of an agent in
charge
of said principal office, upon whom process against the Corporation may
be
served. After discussion and upon motion duly made, seconded, and
unanimously carried, it was:
RESOLVED,
that the principal office of the Corporation
within
this State be and the same hereby is designated as Seven Gates
Corporate
Headquarters, and that Hans Eikmann be and he hereby is appointed the
agent
of this Corporation in charge of said principal office, upon whom
process
against this Corporation may be served.
There was then discussed a plan to issue
100,000
shares of common stock, at $1 par value. After consideration, and upon
motion duly made and seconded, it was unanimously:
RESOLVED,
that the President of this Corporation and any
officers
designated by him are authorized and directed to offer for sale, sell,
and
issue up to 100,000 shares of the common stock of this Corporation.
The consideration to be received for
this stock
shall be money or other property (other than stock or securities) equal
to $1 per share.
The Chairman stated that Mitchel Braun, Jason Steel, Zack Tower and Alex
North
had eachpresented an offer to purchase 25,000 shares of the common
stock
of the corporation at a price of $1 per share. Upon motion duly made
and
seconded, it was unanimously:
RESOLVED,
that the Corporation accept the offers of Braun,
Steel,
Tower and North to purchase 100,000
shares of
the common stock of this Corporation at a price of $1 per share;
and
it is further
RESOLVED,
that the proper officers of the Corporation are
authorized
to issue and deliver a certificate in the amount of 25,000 shares
each
to Braun, Steel, Tower and North.
There being no
further business to come before the meeting, and upon motion
duly made, seconded, and unanimously carried, the meeting was adjourned.
Holly Oaks
(Secretary)
OFFER TO
PURCHASE SHARES
January 28, 1998
Board of Directors of Seven Gates
Group
(corporation) We, the undersigned, offer to purchase 100,000 shares of
the
common stock, at $14 par value, of your corporation at a total
purchase price of $UNDISCLOSED.
Very truly yours.
Mitchel
Braun Jason
Steel
Zack Tower Alex
North
Your offer is hereby accepted on behalf
of Seven Gates Group, LLC.
By Ty Narada
(President)
Corporate
Voting Structure
Seven
Gates Group, Inc.
Regulation Enacted:
980214
Position/Title
Position
Votes+ No. yrs
Service = Total Power
OPERATIONAL HIREARCHY Votes
Vice-President, Operations 120 + (xyrs
l times 2)
Inspector General 110 + (x
yrs l times 2)
President/CEO 100 + (xyrs
l times 2)
Internal Security 95 + (xyrs
l times 2)
Chairman 80 + (xyrs
l times 2)
All other Vice-Presidents 75 + (xyrs
l times 2)
Board Members 65 + (xyrs
l times 2)
Owner/Founder 50 + (xyrs
l times 2)
Department Supervisors 20 + (xyrs
l times 2)
Manager assistants 10 + (x yrs ltimes 2)
Former Managers, honorably
retired 5+ (x yrs
ltimes 2)
Members and/or Employees 1 + (xyrs
l times 3)
Stockholders, preferred 1 per 100 shares + (xyrs
held l times 1)
Corporate Structure
Seven
Gates Group, Inc.
Regulation Enacted:
980215
Position/Title
Position
Votes+ No. yrs
Service = Total Power
ORGANIZATIONAL HIREARCHY Votes
Owner/Founder 50 + (xyrs
l times 2)
Department Supervisors 20 + (xyrs
l times 2)
Manager assistants 10 + (xyrs
l times 2)
Members and/or Employees 1 + (xyrs
l times 3)
Inspector General 110 + (x
yrs l times 2)
President/CEO 100 + (xyrs
l times 2)
Vice-President, Operations 120 + (xyrs
l times 2)
Chairman 80 + (xyrs
l times 2)
All other Vice-Presidents 75 + (xyrs
l times 2)
Board Members 65 + (xyrs
l times 2)
Internal Security 95 + (xyrs
l times 2)
Former Managers, honorably
retired 5 + (xyrs ltimes
2)
Stockholders, preferred 1 per 100 shares + (xyrs
held l times 1)
Regulation
Enacted: 990515
The office of Internet Affairs was created and filled by
Casey Larsen
New World Port
Authority
Seven Gates
Industrial Security
Seven Gates
University
are installed as official divisions of the corporation
and ratified into the charter by the IG, IS & CEO.
The charter is amended to include the added divisions.
Regulation
Enacted: 030814
Biocybergenics
Naradamotive
Hydronetics
are installed as official divisions of the corporation
and ratified into the charter by the OVP & CEO.
The charter is amended to include the added divisions.
Regulation
Enacted: 050214
Clean ID
is installed as an official division of
the corporation and ratified into the charter by the OVP & CEO.
Seven Gates
Corporate Charter (POSTING TBA)
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