EXHIBIT
3.1
ARTICLES
OF INCORPORATION
OF
TITLE
STARTS ONLINE, INC.
KNOW
ALL
BY THESE PRESENTS:
That
the
undersigned, desiring to be incorporated as a Corporation in accordance with
the
laws of the State of Nevada, hereby certifies and adopts the following Articles
of Incorporation, the terms whereof have been agreed upon to be equally
obligatory upon the party signing this instrument and all others who may from
time to time hereafter become members of this Corporation and who may hold
stock
therein.
ARTICLE
I
The
name
of the Corporation is: TITLE STARTS ONLINE, INC.
ARTICLE
II
The
name
and address of the registered agent of the Corporation in the State of Nevada
is:
National
Registered Agents, Inc.
1000
East
William, Suite 204
Carson
City, NV 89701
Principal
and branch offices may hereinafter be established at such place or places,
either within or without the State of Nevada as may from time to time be
determined by the Board of Directors.
ARTICLE
III
The
nature and purpose of this business shall be to conduct any lawful activity
as
governed by the laws of the State of Nevada.
ARTICLE
IV
The
authorized capital stock of this Corporation is 500,000,000 shares of capital
stock, consisting of 425,000,000 shares of common stock with full voting rights
and with a par value of $0.001 per share, and 75,000,000 shares of preferred
stock, with a par value of $.001 per share (the “Preferred Stock”). The
Preferred Stock may be issued from time to time in one or more series with
such
designations, preferences and relative participating, optional or other special
rights and qualifications, limitations or restrictions thereof, as shall be
stated in the resolutions adopted by the Corporation’s Board of Directors (the
“Board”) providing for the issuance of such Preferred Stock or series thereof;
and the Board is hereby vested with authority to fix such designations,
preferences and relative participating, optional or other special rights or
qualifications, limitations, or restrictions for each series, including, but
not
by way of limitation, the power to fix the redemption and liquidation
preferences, the rate of dividends payable and the time for and the priority
of
payment thereof and to determine whether such dividends shall be cumulative
or
not and to provide for and fix the terms of conversion of such Preferred Stock
or any series thereof into Common Stock of the Corporation and fix the voting
Power, if any, of shares of Preferred Stock or any series thereof.
Pursuant
to NRS 78.385 and NRS 78.390, and any successor statutory provisions, the Board
of Directors is authorized to adopt a resolution to increase, decrease, add,
remove or otherwise alter any current or additional classes or series of this
Corporation’s capital stock by a board resolution amending these Articles, in
the Board of Directors’ sole discretion for increases or decreases of any class
or series of authorized stock where applicable pursuant to NRS 78.207 and any
successor statutory provision, or otherwise subject to the approval of the
holders of at least a majority of shares having voting rights, either in a
special meeting or the next annual meeting of shareholders. Notwithstanding
the
foregoing, where any shares of any class or series would be materially and
adversely affected by such change, shareholder approval by the holders of at
least a majority of such adversely affected shares must also be obtained before
filing an amendment with the Office of the Secretary of State of Nevada. The
capital stock of this Corporation shall be non-assessable and shall not be
subject to assessment to pay the debts of the Corporation.
ARTICLE
V
Members
of the governing Board shall be known and styled as “Directors” and the initial
number thereof shall be two (2). The name and address of the initial members
of
the Board of Directors is as follows:
Mark
Defoor, 7007 College Boulevard, Suite 270, Overland Park, KS 66211
Melissa
Yarnell, 7007 College Boulevard, Suite 270, Overland Park, KS 66211
The
number of members of the Board of Directors shall not be less than one (1)
or
more than nine (9) as set from time to time by the Board. The officers of the
Corporation shall be a President, Secretary and Treasurer. The Corporation
may
have such additional officers as may be determined from time to time in
accordance with the Bylaws. The officers shall have the powers, perform the
duties, and be appointed as may be determined in accordance with the Bylaws
and
laws of the State of Nevada. Any person may hold two (2) or more offices in
this
Corporation.
ARTICLE
VI
The
Corporation shall have perpetual succession by its corporate name and shall
have
all the powers herein enumerated or implied herefrom and the powers now provided
or which may hereafter be provided by law for corporations in the State of
Nevada.
ARTICLE
VII
No
stockholder shall be liable for the debts of the Corporation beyond the amount
that may be due or unpaid upon any share or shares of stock of this Corporation
owned by that person.
ARTICLE
VIII
Each
shareholder entitled to vote at any election for directors shall have the right
to vote, in person or by proxy, the number of shares owned by such shareholder
for each director to be elected. Shareholders shall not be entitled to
cumulative voting rights.
ARTICLE
IX
The
Directors shall have the powers to make and alter the Bylaws of the Corporation.
Bylaws made by the Board of Directors under the powers so conferred may be
altered, amended, or repealed by the Board of Directors or by the stockholders
at any meeting called and held for that purpose.
ARTICLE
X
The
Corporation specifically elects not to be governed by NRS 78.411 to NRS 78.444,
inclusive, and successor statutory provisions.
ARTICLE
XI
The
Corporation shall indemnify all directors, officers, employees, and agents
to
the fullest extent permitted by Nevada law as provided within NRS 78.7502 and
NRS 78.751 or any other law then in effect or as it may hereafter be amended.
The Corporation shall indemnify each present and future director, officer,
employee or agent of the Corporation who becomes a party or is threatened to
be
made a party to any suit or proceeding, whether pending, completed or merely
threatened, and whether said suit or proceeding is civil, criminal,
administrative, investigative, or otherwise, except an action by or in the
right
of the Corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at the request
of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses, including, but not limited to, attorneys’ fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit, proceeding or settlement, provided such person acted
in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interest of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
The
expenses of directors, officers, employees or agents of the Corporation incurred
in defending a civil or criminal action, suit, or proceeding may be paid by
the
Corporation as they are incurred and in advance of the final disposition of
the
action, suit, or proceeding, if and only if the director, officer, employee
or
agent undertakes to repay said expenses to the Corporation if it is ultimately
determined by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, that he is not entitled to be indemnified by the corporation. No
indemnification shall be applied, and any advancement of expenses to or on
behalf of any director, officer, employee or agent must be returned to the
Corporation, if a final adjudication establishes that the person’s acts or
omissions involved a breach of any fiduciary duties, where applicable,
intentional misconduct, fraud or a knowing violation of the law which was
material to the cause of action.
ARTICLE
XII
The
name
and address of the incorporator of this Corporation is:
Bartly
J.
Loethen
730
W.
Randolph Street, Suite 600
Chicago,
IL 60661
IN
WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation of TITLE STARTS ONLINE, INC.
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Bartly
J. Loethen, Incorporator
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