CERTIFICATE OF INCORPORATION
OF
CORDON CORPORATION
The undersigned, a natural personal being more than eighteen years of age,
acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the state of Delaware, does hereby adopt the
following Articles of Incorporation for such corporation:
ARTICLE I
Name
----
The name of the corporation is Cordon Corporation.
ARTICLE II
Duration
--------
The duration of the corporation is perpetual.
ARTICLE III
Purpose
-------
The purpose for which this corporation is organized is to transact or engage in
any lawful business or activity, or to promote or conduct any legitimate object
or purpose, under and subject to the laws of the state of Delaware or any other
state or nation wherein this corporation shall be authorized to transact
business.
ARTICLE IV
Capitalization
Section 1
---------
The stock of the corporation is of one class, namely common stock in the amount
of f ifty million (50, 000, 000) shares of the par value of $.001 each. There
shall be no cumulative voting by shareholders. Each holder of the common stock
shall be entitled to one vote for each share of common stock standing in his
name on the books of the Corporation.
Section 2.
----------
Except as may otherwise be provided by the Board of Directors, the shareholders
shall have no pre-emptive rights to acquire any shares of this corporation.
Section 3.
----------
The stock of the corporation, after the amount of the subscription price has
been paid in, shall not be subject to assessment to pay the debts of the
corporation. The common stock shall be issued for such consideration as shall be
f ixed f rom time to time by the Board of Directors. In the absence of fraud,
the judgment of the Board of Directors as to the value of any property for
shares shall be conclusive.
<PAGE>
ARTICLE V
Registered Office
-----------------
The address of the registered office of the corporation in the state of Delaware
is 1209 Orange Street, in the city of Wilmington, county of New Castle. The
registered agent in charge thereof at such address is The Corporation Trust
Company. The corporation may maintain such other offices, either within or out
of the state of Delaware, as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE VI
Directors
---------
The corporation shall be governed by a board of directors and shall have not
less than one (1) nor more than seven (7) directors as determined, from time to
time, by the board of directors. The original board of directors shall be
comprised of three (3) persons. The names and mailing addresses of the persons
who are to serve as directors until the f irst annual meeting of shareholders
and until their successors are elected and shall qualify are as follows:
<TABLE>
<CAPTION>
<S> <C>
E. Ray Lewis 4750 Almond Street
Dallas, TX 75247
Robert W. Daniell 4750 Almond Street
Dallas, TX 75247
John H. Lomax 4750 Almond Street
Dallas, TX 75247
</TABLE>
ARTICLE VII
Indemnification
---------------
As the board of directors may from time to time provide in the By-laws or by
resolution, the corporation may indemnify its officers, directors, agents and
other persons to the full extent permitted by the laws of the state of Delaware.
ARTICLE VII
Limitation of Liability
-----------------------
Section 1
---------
A director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper personal
benefit. If the Delaware
<PAGE>
General corporation Law is amended after approval by the stockholders of this
article to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
Section 2
---------
Any repeal or modification of the foregoing paragraph by the stockholders of the
corporation shall not adversely af f ect any right or protection of a director
of the corporation existing at the time of such repeal or modification.
ARTICIE IX
Incorporator
------------
The powers of the incorporator shall terminate upon the filing of this
certificate of incorporation. The name and mailing address of the incorporator
is:
Ronald N. Vance
357 South 200 East, Suite 300
Salt Lake City, UT 84111
ARTICLE X
By-Laws
-------
The directors shall have the power to make and to alter or amend the by-laws of
the corporation.
Dated this 19th day of October, 1989.
/s/ Ronald N. Vance
-------------------
Ronald N. Vince
State of Utah )
) ss.
County of Salt Lake )
Be it remembered, that on this 19th day of October, 1989, personally
appeared before me, a Notary Public, Ronald N. Vance, party to the foregoing
certificate of incorporation, known to me personally to be such, and I having f
irst made known to him the contents of said certificate, he did acknowledge that
he signed, sealed and delivered the same as his voluntary act and deed, and
deposed that the facts therein stated were truly set forth.
Given under my hand and seal of of f ice the day and year aforesaid.
/s/ Sally Richardson
--------------------
Notary Public
[Notary Seal]
<PAGE>
CERTIFICATE AND ARTICLES OF MERGER
OF
CORDON CORPORATION
(A Nevada Corporation)
INTO
CORDON CORPORATION
(A Delaware Corporation)
The undersigned officers, president and secretary of Cordon Corporation a
Nevada corporation, and Cordon Corporation, a Delaware Corporation, hereby
certify that the plan and agreement of merger attached as Exhibit 1 hereto and
hereby made a part hereof was approved by the shareholders of Cordon
Corporation, a Nevada corporation, at a special shareholders' meeting which was
duly called and was held on the 14th day of November, 1989, after due notice had
been given to the shareholders, and was approved by the sole shareholder of
Cordon Corporation, a Delaware corporation, by consent action.
The number of shares outstanding of each class of each corporation and the
number of shares of each class of each corporation consenting and not consenting
to such plan, is as follows:
<TABLE>
<CAPTION>
Number of
Shares Number of Shares
Class Outstanding Consenting Not Consenting
----- ----------- ---------- --------------
<S> <C> <C> <C> <C>
Cordon Corporation common stock 11,000,000 8,125,000 0
(a Nevada Corporation) ($.001 par)
Cordon Corporation
(a Delaware Corporation) common stock 10 10 0
($.001 par)
</TABLE>
All of the presently outstanding shares of Cordon Corporation a Delaware
corporation, are held by Cordon Corporation, a Nevada corporation.
IN WITNESS WHEREOF, Cordon Corporation, a Nevada corporation, and Cordon
Corporation, a Delaware corporation, have caused these Articles of Merger to be
executed in their respective corporate names by their respective presidents and
their respective secretaries this 28th day of November, 1989.
Attest: CORDON CORPORATION
A Nevada Corporation
/s/ Robert W. Daniell By: /s/ E. Ray Lewis
--------------------- --------------------
Robert W. Daniell, Secretary E. Ray Lewis; President
<PAGE>
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY "NAMIBIAN COPPER MINES, INC." IS DULY INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO
FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE NINTH DAY OF JULY, A.D. 1999.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO
DATE.
2211179 8300
991279817
[SEAL]
/S/ Edward J. Freel
-------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9854625
DATE: 07-09-99
