Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Marwich Ii, Ltd. - Form 10SB12G 32± 145K
2: EX-1 Ex 1.1 - Articles of Incorporation 4± 16K
3: EX-1 Ex 1.2 - Articles of Reinstatement 3± 14K
4: EX-1 Ex 1.3 - Certificate of Amendment 5± 19K
5: EX-1 Ex 1.4 - Certificate of Amendment 2± 9K
6: EX-1 Ex 1.5 - Certificate of Amendment 2± 10K
7: EX-1 Ex 1.6 - Certificate of Amendment 3± 13K
8: EX-2 Ex 2.1 - Bylaws 9± 36K
9: EX-23 Ex 23.1 - Consent of Miller and McCollum 1 6K
EX-1 — Ex 1.1 – Articles of Incorporation
EXHIBIT 1.1
ARTICLES OF INCORPORATION OF MARWICH II, LTD.
I, the undersigned natural person, being more than twenty one years of
age, acting as incorporator in order to organize and establish a corporation
under and pursuant to he Colorado Corporation Code, hereby adopt the following
Articles of Incorporation:
1. The name of the Corporation is MARWICH II, LTD.
2. The period of duration of the corporation shall be perpetual.
3. The purposes for which the corporation is organized are as follows:
A. To purchase, own, operate, manage, rent or lease, repair and
refinance real property and to operate a brokerage operation in regard to real
property.
B. To purchase or otherwise acquire, and to own, hold, manage,
manufacture, develop and sell, lease, encumber or otherwise dispose of and
deal in personal property of every kind and description, tangible or tangible,
and obligations and securities of corporation or other entities whether in
connection with or incident or related to the foregoing purposes or otherwise.
C. To purchase or otherwise acquire, and to own, hold manage,
develop and sell, lease, encumber or otherwise dispose of and deal in real
property, whether improved or unimproved, and any interest therein, of every
kind and description, whether in connection with or incident or related to the
foregoing purposes or otherwise,
D. To invest, on behalf of itself or others, in any form, any part
of its capital and such additional funds as it may obtain, in any association,
organization, venture, or entity of any kind or character and otherwise
acquire such interest therein as the Board of Directors may from time to time
deem convenient or proper and actively engage in, promote, manage, and
otherwise protect and develop any investments or interests so acquired,
whether in connection with or incident or related to the foregoing purposes or
otherwise,
E. To provide services and to act as agent, factor or employee for
any entity or individual, whether in connection with or incident to the
foregoing purposes or otherwise.
F. To engage in and conduct any business, make any investment, and
do any act not forbidden by the Colorado Corporation Code, by any other law,
or by these Articles of Incorporation.
G. To do everything necessary, proper, advisable, or convenient for
the accomplishment for the purposes hereinabove set forth, and to do all other
things incidental thereto or connected therewith which are not forbidden by
the Colorado Corporation Code, by any other law, or by these Articles of
Incorporation, and
H. To carry out the purposes hereinabove set forth in any political
subdivision or dependency of the United States of America or any foreign
country, to the extent that such purposes are not forbidden by the laws of
such political subdivision of the United States of America or by such foreign
country.
In furtherance of the purposes set forth in Article 3, the corporation
shall save and may exercise all of the rights, powers, and privileges now or
hereafter conferred upon corporations organized under and pursuant to the laws
of the state of Colorado, including, but not limited to, the power to enter
into general and limited partnerships, syndicates, associations and other
arrangements for carrying on one or more of the purposes set forth in Article.
In addition, the corporation may do everything necessary, suitable or proper
for the accomplishment of its corporate purposes.
4. A. Authorized shares. The aggregate number of shares which the
Corporation shall have authority to issue is One Million (1,000,000) shares of
capital stock of no par value.
B. Transfer Restrictions. The corporation shall have the right by
appropriate action to impose restrictions upon the transfer of any shares of
its stock, or any interest therein, from time to time issued, provided that
such restrictions as may from time to time be so imposed or notice of the
substance thereof shall be set forth upon the face or back of the certificates
representing such shares of stock.
C. Preemptive Rights. No holder of any of the shares of stock of
the corporation shall be entitled as of right to purchase or subscribe for any
unissued or treasury shares of any class, or any additional shares of any
class to be issued by reason of any increase of the authorized shares of the
corporation of any class, or any bonds, certificate of indebtedness, or other
securities, rights, warrants or options convertible into shares of the
corporation or carrying any right to purchase shares of any class.
D. Cumulative Voting. The cumulative system of voting for
directors or for any other person shall not be allowed.
5. A. Initial Board of Directors. The initial Board of Directors of
the Corporation shall consist of two (2) members, who need not be shareholders
of the Corporation or residents of the State of Colorado. Should the number
of stockholders increase to three or more, the number of directors on the
Board of Directors shall be increased to a minimum of three.
B. Classes of Directors. The Bylaws of this Corporation may
provide for a division of Directors into classes as provided by law.
6. The names and addresses of the persons who are to serve as directors
of the Corporation until the first annual meeting of shareholders, and until
their successors shall be elected and shall qualify, are as follows:
Marq J. Warner
3540 S. Poplar
Denver, CO 80273
Michael R. Deans
3540 S. Poplar
Denver, CO 80237
7. No contract or transaction between the corporation and any one or
more of its directors or officers, or any other entity in which one or more of
its directors or officers, or any other entity in which one or more of its
directors or officers have an interest, shall be void or voidable solely for
this reason, or solely because the directors or officers are present at or
participate in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction.
8. The corporation shall possess any may exercise all powers or
indemnification of directors, officers, employees, agents and other persons
and all powers and authority incidental thereto without regard to whether or
not such powers and authority are provided for by the Colorado Corporation
Code. The Board of Directors of the Corporation is hereby authorized and
empowered on behalf of the corporation and without shareholder action, to
exercise all of the corporation's authority and powers of indemnification.
9. The address of the initial registered office of the corporation is
3540 S. Poplar Street, Denver, Colorado 80237, and the name of the initial
registered agent of the corporation at such address is Marq J. Warner.
10. The name and address of the incorporator of the corporation is as
follows:
Marq J. Warner
3540 S. Poplar Street
Denver, CO 80237
IN WITNESS WHEREOF, I, the undersigned, being the incorporator designated
in Article 10 of the foregoing Articles of Incorporation, have executed said
Articles of Incorporation as of the 3rd day of August, 1983.
/s/ Marq J. Warner
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
I, Leigh K. McDonnell, a Notary Public, hereby certify that Marq J.
Warner, known to me to be the person whose name is subscribed to the annexed
and foregoing Articles of incorporation, appeared before me this day in person
and he, being by me first duly sworn, acknowledged and declared that he signed
said Articles of Incorporation as his free and voluntary act and deed for the
uses and purposes therein set forth and that the statements therein contained
are true.
My commission expires August 8, 1983.
Witness my hand and official seal this 3rd day of August, 1983.
/s/ Leigh K. McDonnell
Notary Public
5755 S. Willow Way
Englewood, Colorado
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