Exhibit
3.1
ARTICLE
I
Incorporation
This
attachment is incorporated into the foregoing Articles of
Incorporation.
ARTICLE
II
Authorized
Shares
Section
1: Number. The
aggregate number of shares which the Corporation shall have authority to issue
is Fifty Million (50,000,000) Common Shares of one class, with unlimited voting
rights, all with a par value of $0.001 per share and One Million (1,000,000)
Preferred Shares, all with a par value of $0.10 per share, to have such classes
and preferences as the Board of Directors may determine from time to
time.
Section 2: Dividends. Dividends
in cash, property or shares of the Corporation may be paid upon the stock,
as
and when declared by the Board of Directors, out of funds of the Corporation
to
the extent and in the manner permitted by law.
ARTICLE
III
Preemptive
Rights
The
holders of the capital stock of this Corporation shall not have the preemptive
right to acquire additional unissued shares or treasury shares of the capital
stock of this Corporation, or securities convertible into shares of capital
stock or carrying capital purchase warrants or privileges.
ARTICLE
IV
Cumulative
Voting
Cumulative
voting of shares of stock of the Corporation shall not be allowed or authorized
in the election of the Board of Directors of the Corporation.
ARTICLE
V
Provisions
for Regulation of
the
Internal
Corporate
Affairs
The
following
provisions are inserted for the management of the business and for the
regulation of the internal affairs of the Corporation, and the same are in
furtherance of and not in limitation or exclusion of the powers conferred by
law.
Section
1: Bylaws. The
Board of Directors shall have the power to adopt, alter, amend or repeal, from
time to time, such Bylaws as it deems proper for the management of the affairs
of the Corporation, according to these Articles and the laws in such cases
made
and provided.
Section
2: Executive
Committee. The Bylaws may provide for designation by the Board
of Directors of an Executive Committee and one or more other committees, the
personnel and authority of which and the other provisions relating to which
shall be as may be set forth in the Bylaws.
Section
3: Place
of
Meetings. Both Stockholders' and Directors' meetings may be
held either within or without the State of Colorado, as may be provided in
the
Bylaws.
Section
4: Compensation
to
Directors. The Board of Directors is authorized to make
provisions for reasonable compensation to its members for their services as
Directors. Any Director of the Corporation may also serve the Corporation in
any
other capacity and receive compensation therefor in any form.
Section
5: Conflicts
of
Interest. No transaction of the Corporation with any other person, firm
or corporation, or in which this Corporation is interested, shall be affected
or
invalidated solely by: (a) the fact that any one or more of the
Directors or Officers of this Corporation is interested in or is a director
or
officer of another corporation; or (b) the fact that any Director or Officer,
individually or jointly with others, may be a party to or may be interested
in
any such contract or transaction.
Section
6: Registered
Owner of
Stock. The Corporation shall be entitled to treat the
registered holder of any shares of the Corporation as the owner thereof for
all
purposes, including all rights deriving from such shares, on the part of any
other person, including, but not limited to, a purchaser, assignee or transferee
of such shares or rights deriving from such shares, unless and until such
purchaser, assignee, transferee or other person becomes the registered holder
of
such shares, whether or not the Corporation shall have either actual or
constructive notice of the interest of such purchaser, assignee, transferee
or
other person. The purchaser, assignee or transferee of any of the
shares of the Corporation shall not be entitled to: (a) receive
notice of the meetings of the Shareholders; (b) vote at such meetings;
(c) examine a list of the Shareholders; (d) be paid dividends or other
sums payable to Shareholders, or (e) own, enjoy or exercise any other property
or rights deriving from such shares against the Corporation, until such
purchaser, assignee or transferee has become the registered holder of such
shares.
Section
7: Conduct
of
Business. The Corporation may conduct part or all of its
business, not only in the State of Colorado, but also in every other state
of
the United States and the District of Columbia, and in any territory, district
and possession of the United States, and in any foreign country, and the
Corporation may qualify to do business in any of such locations and appoint
an
agent for service of process therein. The Corporation may hold, purchase,
mortgage, lease and convey real and personal property in any of such
locations. Part or all of the business of the Corporation may be
carried on beyond the limits of the State of Colorado, and the Corporation
may
have one or more offices out of the State of Colorado.
Section
8: Action
of the
Shareholders. To the fullest extent now or hereafter permitted by the
Colorado Business Corporation Act, the vote or consent of a majority of the
issued and outstanding shares of the Corporation entitled to vote on such matter
shall be sufficient to approve any matter requiring shareholder action,
including, but not limited to, the right from time to time, to amend, alter
or
repeal, or add any provisions to, the Corporation's Articles of Incorporation.
Shareholders holding shares having not less than the minimum number of votes
that would be necessary to authorize or take at an action at any meeting at
which the requisite number of shares entitled to vote thereon were present
and
voted may consent, in lieu of a meeting, to such action in writing in accordance
with the procedures of the Colorado Business Corporation Act, as then currently
in place from time to time.
Section
9: Quorum
For Voting. A
quorum of Shareholders for any matter to come before any meeting of Shareholders
of the Corporation shall consist of one-third of the issued and outstanding
shares entitled to vote on the matter, except where a greater number is
specifically required by the provisions of the Colorado Business Corporation
Act, as then currently in place from time to time.
Section
10: Restrictions
on
Stock. The Directors shall have the right, from time to time,
to impose restrictions or to enter into agreements on behalf of the Corporation
imposing restrictions on the transfer of all or a portion of the Corporation's
shares, provided that no restrictions shall be imposed on the transfer of shares
outstanding at the time the restrictions
are adopted unless the holder of such shares consents to the
restrictions.
Section
11: Indemnification
of
Directors. A director of the Corporation shall not be personally liable
to the Corporation or to its shareholders for damages for breach of fiduciary
duty as a director of the Corporation or to its shareholders for damages
otherwise existing for (i) any breach of the director's duty of loyalty to
the
Corporation or to its shareholders; (ii) acts or omissions not in good faith
or
which involve intentional misconduct or a knowing violation of the law; (iii)
acts specified in Section 7-108-403 of the Colorado Business Corporation Act;
or
(iv) any transaction from which the director directly or indirectly derived
any
improper personal benefit. If the Colorado Business Corporation Act is hereafter
amended to eliminate or limit further the liability of a director, then,
in addition to the elimination and limitation of liability provided
by the foregoing, the liability of each director shall be eliminated or limited
to the fullest extent permitted under the provisions of the Colorado Business
Corporation Act as so amended. Any repeal or modification of the indemnification
provided in these Articles shall not adversely affect any right or protection
of
a director of the Corporation under these Articles, as in effect immediately
prior to such repeal or modification, with respect to any liability that would
have accrued, but for this limitation of liability, prior to such repeal or
modification.
Section
12: Indemnification.
The
Corporation shall indemnify, to the fullest extent permitted by applicable
law
in effect from time to time, any person, and the estate and personal
representative of any such person, against all liability and expense (including,
but not limited to, attorneys' fees) incurred by reason of the fact that he
is
or was a director or officer of the Corporation, he is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of, or in any similar managerial or fiduciary position
of,
another domestic or foreign corporation or other individual or entity or of
an
employee benefit plan. The Corporation shall also indemnify any person who
is
serving or has served the Corporation as director, officer, employee, fiduciary,
or agent, and that person's estate and personal representative, to the extent
and in the manner provided in any bylaw, resolution of the shareholders or
directors, contract, or otherwise, so long as such provision is legally
permissible.
EX
3.1 Page
8