ArticlesofIncorporation成立公司协议.doc

Articles of Incorporation成立公司协议-

ARTICLES OF INCORPORATION

OF

AAA, INC.

The undersigned hereby submits these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of _________:

ARTICLE I. The name of the corporation is AAA, INC.

ARTICLE II. The period of duration of the corporation is perpetual.

ARTICLE III. The purposes for which the corporation is organized are to engage in any lawful act or activity for which corporations may be organized under Chapter 55 of the General Statutes of North Carolina, and nothing contained herein shall in any way limit or restrict or take away from this corporation the general powers granted to it under and by virtue of the provisions of Chapter 55 of the General Statutes of North Carolina and the several

amendments thereto.

ARTICLE IV. The corporation shall have the authority to issue not more than (a) _________,shares of common stock, no par value ( Common Stock ), and (b) _________ shares

of preferred stock, no par value ( Preferred Stock ).

Holders of the Common Stock are entitled to the entire voting power, all

distributions declared and all assets of the corporation upon dissolution,

subject to the rights and preferences, if any, of the holders of Preferred Stock

to such voting powers, dividends and assets upon dissolution pursuant to

applicable law and the resolution or resolutions of the Board of Directors

providing for the issue of one or more series of Preferred Stock.

The Board of Directors is hereby expressly authorized to issue, at any time and

from time to time, shares of Preferred Stock in one or more series. The number

of shares within any such series shall be designated by the Board of Directors

in one or more resolutions and the shares of each series so designated shall

have such preferences with respect to the Common Stock and other series of

Preferred Stock, and such other rights, restrictions or limitations with respect

to voting, dividends, conversion, exchange, redemption and any other matters, as

maybe set forth in one or more resolutions adopted by the Board of Directors. If

and to the extent required by law, the Board of Directors must file Articles of

Amendment setting forth any designation, preferences, rights, restrictions or

limitations of other series of Preferred Stock with the North Carolina Secretary

of State prior to issuance of any shares of such series.

The authority of the Board of Directors with respect to the establishment of

each series of Preferred Stock shall include, without limiting the generality of

the foregoing, determination of the following matters which may vary between

series: