2:1Q2334923'5l3

 

FILED
In the Of?ce of the
Secretary of State of Texas

ARTICLES OF SECORPORATION FEB 27 1997
JMA PARTNERS, INC.

 

Corporations Section

I, the undersigned natural person of the age of eithteen (18) years or more, acting as the
incorporator of a corporation under the Texas Business Corporation Act (the do
hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE
The name ofthe corporation is JMA Pantner?s, Inc.
ARTICLE TWO
The period of duration of the corporation is perpetual.
ARTICLE THREE

The corporation is organized for the purpose of engaging in any lawful act,
activity and/or business for which corporations may be organized under the Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority
to issue is Five Million (5,000,000) shares of common capital stock of the par value of
One Cent each.

ARTICLE FIVE

The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of $1,000.00.

ARTICLE SIX

The address of the initial registered of?ce of the corporation is 1705
Analog, Richardson, Texas 75081, and the name of the initial registered agent of the
corporation at that address is Jack R. Munn.

ARTICLE SEVEN

The number of directors of this corporation shall be not less than one (1) nor more than
seven (7), the exact number to be ?xed from time to time in the manner provided in the
Bylaws of the Corporation. The number of directors constituting the initial Board of
Directors is one (1), and the name and address of the person who is to serve as director

 

until the ?rst annual meeting of the shareholders or until his successor is elected and
quali?ed is:

Name Address

Jack R. Munn, 1705 Analog
Richardson, Texas 75081

The Board of Directors shall have the power to alter, amend or repeal ihe Bylaws of the
corporation or to adopt new Bylaws.

The name and address of the incorporator is:
Name Address

Jack R. Munn, 1705 Analog
Richardson, Texas 75081

ARTICLE EIGHT

The corporation shall indemnify persons for whom indemni?cation is
permitted by Article 2.02-1 of the Act to the fullest extent permissible under Article 2.02-
1 of the Act, and may purchase such indemni?cation insurace as the Board of Dorectors
from time to time shall determine.

ARTICLE NINE

The right to cumulate votes in the election of directors, and/or cumulative
voting by any shareholder is hereby expressly denied.

ARTICLE TEN

No shareholder of this corporation shall, by reason of his holding shares of
any class of stock of this corporation, have any preemptive or preferential right to
purchase or subscribe for any shares of any class of stock of this corporation, now or
hereafter to be authorized, or any notes, debentures, bonds or other securities convertible
into or carrying Options, warrants or rights to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such shares or such notes,
debentures, bonds or other securities would adversely affect the dividend or voting rights
of any such shareholder other than such rights if any, as the Board of Directors, at its
descretion, from time to time may grant, and at such price as the Board of Directors at its
discretion may and the Board of Directors may issue shares of any class of stock of

310233402515;

this corporation or any notes, debentures, bonds or other securities convertible into or
canying options, warrants or rights to purchase shares of any class without offering any
such shares of any class or such notes, debentures, bonds or other securities either in
whole or in part to the existing shareholders of any class.

ARTICLE ELEVEN

No contract or other transaction between this corporation and any person,
?rm, association or corporation and no act of this corporation, shall, in the abscence of
fraud, be invalidated or in any way affected by the fact that any of the directors of this
corporation is pecuniarily or otherwise interested, directly or indirectly, in such contract,
transaction or act, or is related to or interested in such person, ?rm, association or
corporation as a director, stockholder, of?cer, employee, member or otherwise. Any
director so interested or related who is present at any meeting of the Board of Directors or
committee of directors at which action on any such contract, transaction or act is taken
may be counted in determining the presence of a quorum at such meeting and the vote at
such meeting of any director may be counted in determining the approval of any such
contract, transaction or act. No director so interested or related shall, because of such
interest or relationship, be disquali?ed from holding his of?ce or be liable to the
corporation or to any stockholder or creditor thereof for any loss incurred by this
corporation under or by reason of such contract, transaction or act, or be accountable for
any gains or pro?ts he may have realized herein.

IN WITNESS WHEREOF, I have hereunto set my hand, this 26th day of

February 1997.
Jack ii. Munn