EFTA00187602¶
ARTICLES OF INCORPORATION¶
OF¶
PAUL A. LAVERY AND ASSOCIATES INVESTIGATIVE SERVICES, INC.¶
The undersigned and subscriber to these Articles of Incorporation is a natural person competent to contract and hereby form a Corporation for profit under Chapter 607 of the Florida Statutes.¶
ARTICLE 1 - NAME¶
The name of the Corporation is Paul A. Lavery and Associates Investigative Services, Inc. (hereinafter, “Corporation”).¶
ARTICLE 2 - PURPOSE OF CORPORATION¶
The Corporation shall engage in any activity or business permitted under the laws of the United States and of the State of Florida.¶
ARTICLE 3 - PRINCIPAL OFFICE¶
The address of the principal office of this Corporation is 6135 Northwest 167 Street, Suite E-26, Miami, Florida, 33015, and the mailing address is 6135 Northwest 167 Street, Suite E-26, Miami, Florida, 33015.¶
ARTICLE 4 - INCORPORATOR¶
The name and street address of the incorporator of this Corporation is Paul A. Lavery whose address shall be the same as the principal office of the Corporation.¶
ARTICLE 5 - OFFICERS¶
The officers of the Corporation shall be:¶
President: Paul A. Lavery¶
Secretary: Paul A. Lavery¶
Treasurer: Paul A. Lavery¶
whose addresses shall be the same as the principal office of the Corporation.¶
EFTA00187603¶
ARTICLE 6 - DIRECTOR(S)¶
The Director(s) of the Corporation shall be:¶
Paul A. Lavery¶
whose addresses shall be the same as the principal office of the Corporation.¶
ARTICLE 7 - CORPORATE CAPITALIZATION¶
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1 The maximum number of shares that this Corporation is authorized to have outstanding at any time is SEVEN THOUSAND FIVE HUNDRED (7,500) shares of common stock, each share having the par value of ONE DOLLAR ($1.00).
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2 No holder of shares of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, or any bonds or convertible securities of any nature; provided, however, that the Board of Director(s) may, in authorizing the issuance of shares of stock of any class, confer any preemptive right that the Board of Director(s) may deem advisable in connection with such issuance.
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3 The Board of Director(s) of the Corporation may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of Director(s) may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the bylaws of the Corporation.
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4 The Board of Director(s) of the Corporation may, by Restated Articles of Incorporation, classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversions or other rights, voting powers, restrictions, imitations as to dividends, qualifications, or term or conditions of redemption of the stock.
ARTICLE 8 - SUB-CHAPTER S CORPORATION¶
The Corporation may elect to be an S Corporation, as provided in Sub-Chapter S of the Internal Revenue Code of 1986, as amended.¶
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1 The shareholders of this Corporation may elect and, if elected, shall continue such election to be an S Corporation as provided in Sub-Chapter S of the Internal Revenue Code of 1986, as amended, unless the shareholders of the Corporation unanimously agree otherwise in writing.
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2 After this Corporation has elected to be an S Corporation, none of the shareholders of this Corporation, without the written consent of all the shareholders of this Corporation shall taken any action, or make any transfer or other disposition of the
EFTA00187604¶
shareholders’ shares of stock in the Corporation, which will result in the termination of revocation of such election to be an S Corporation, as provided in Sub-Chapter S of the Internal Revenue Code of 1986, as amended.¶
- 3 Once the Corporation has elected to be an S Corporation, each share of stock issued by this Corporation shall contain the following legend:
“The shares of stock represented by this certificate cannot be transferred if such transfer would void the election of the Corporation to be taxed under Sub-Chapter S of the Internal Revenue Code of 1986, as amended.”¶
ARTICLE 9 - SHAREHOLDERS’ RESTRICTIVE AGREEMENT¶
All of the shares of stock of this Corporation may be subject to a Shareholders’ Restrictive Agreement containing numerous restrictions on the rights of shareholders of the Corporation and transferability of the shares of stock of the Corporation. A copy of the Shareholders’ Restrictive Agreement, if any, is on file at the principal office of the Corporation.¶
ARTICLE 10 - POWERS OF CORPORATION¶
The Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, subject to any limitations or restrictions imposed by applicable law or these Articles of Incorporation.¶
ARTICLE 11 - TERM OF EXISTENCE¶
This Corporation shall have perpetual existence.¶
ARTICLE 12 - REGISTERED OWNER(S)¶
The Corporation, to the extent permitted by law, shall be entitled to treat the person in whose name any share or right is registered on the books of the Corporation as the owner thereto, for all purposes, and except as may be agreed in writing by the Corporation, the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, such share or right on the part of any other person, whether or not the Corporation shall have notice thereof.¶
ARTICLE 13 - REGISTERED OFFICE AND REGISTERED AGENT¶
Paul A. Lavery, 6135 Northwest 167 Street, Suite E-26, Miami, Florida, 33015.¶