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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
BASIC TECHNOLOGIES, INC.
The undersigned, being a natural person of the age of eighteen years or
older, acting as the incorporator of a corporation to be incorporated under the
laws of the State of Colorado, adopts these articles of incorporation.
ARTICLE I
NAME
The name of the Corporation is Basic Technologies, Inc.
ARTICLE II
AUTHORIZED CAPITAL
A. AUTHORIZED SHARES. The aggregate number of shares that the
Corporation shall have authority to issue is One Hundred Ten Million
(110,000,000). One Hundred Million (100,000,000) shares shall be designated
"Common Stock" and shall have a par value of $0.00001 per share. Ten Million
(10,000,000) shares shall be designated "Preferred Stock" and shall have a par
value of $0.00001 per share. All shares of the Corporation shall be issued for
such consideration, expressed in dollars, as the Board of Directors may, from
time to time, determine.
B. COMMON STOCK. The Common Stock may be issued from time to time in
one or more classes or series in any manner permitted by law, as determined by
the Board of Directors and stated in the resolution or resolutions providing for
issuance thereof. Each class or series shall be appropriately designated, prior
to issuance of any shares thereof, by some distinguishing letter, number or
title. All shares of each class or series of Common Stock shall be alike in
every particular and shall be of equal rank and have the same power, preferences
and rights, and shall be subject to the same qualifications, limitations and
restrictions, if any, as all other shares of the same class or series. The
Common Stock, and any class or series thereof, may have such voting powers
(including, without limitation, multiple votes per share, or limited,
contingent, or no voting powers), such designations, preferences and relative,
participating, optional or other special rights, and be subject to such
qualifications, limitations and restrictions, as the Board of Directors shall
determine by resolution or resolutions. Unless otherwise resolved by the Board
of Directors, each Common Stock share shall be of the same class and carry a
voting right of one vote, without any designation, preference or relative,
participating, optional or other special rights, and subject to no
qualification, limitation or restriction.
C. Preferred Stock. The Preferred Stock may be issued from time to time
in series as determined by the Board of Directors and stated in the resolution
or resolutions providing for issuance thereof. The Board of Directors is further
authorized to fix and determine the variations in the relative rights and
preferences as between series. Each such series shall be appropriately
designated, prior to the issuance of any shares thereof, by some distinguishing
letter, number, or title. The Preferred Stock may have such voting powers
(including, without limitation, multiple
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votes per share, or limited, contingent, or no voting powers), may have such
designations, preferences, and relative, participating, optional or other
special rights, and be subject to such qualifications, limitations and
restrictions, as the Board of Directors shall determine by resolution or
resolutions. The Preferred Stock further may be made subject to redemption by
the Corporation at its option or at the options of the holders thereof and may
be convertible into Common Stock or exchangeable for other securities of the
Corporation.
ARTICLE III
OFFICES
A. The street address of the initial registered office of the
Corporation is 1420 Blake Street, Denver, Colorado 80202, and the name of the
initial registered agent at that address is James L. Speir. The written consent
of the initial registered agent to his appointment as such is stated below.
B. The address of the Corporation's initial principal office is 1420
Blake Street, Denver, Colorado 80202.
ARTICLE IV
INCORPORATOR
The name and address of the incorporator are Robert Neece, 303 East
Seventeenth Avenue, Suite 800, Denver, Colorado 80203-1260.
ARTICLE V
PREEMPTIVE RIGHTS
The shareholders shall not have preemptive rights.
ARTICLE VI
BOARD OF DIRECTORS
The corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be managed under the
direction of, a board of directors. The number of directors shall be fixed and
may be altered from time to time in the manner provided in the bylaws of the
Corporation, but no decrease shall have the effect of shortening the term of any
incumbent director.
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The names and addresses of the members of the initial board of
directors are as follows:
<TABLE>
<CAPTION>
NAME ADDRESS
<S> <C>
James L. Speir 1420 Blake Street
Denver, Colorado 80202
Janine Kreuter 1420 Blake Street
Denver, Colorado 80202
</TABLE>
The directors shall be elected at each annual meeting of the
shareholders, provided that vacancies may be filled by election by the remaining
directors, though less than a quorum, or by the shareholders. Despite the
expiration of his or her term, a director continues to serve until his or her
successor is elected and qualifies.
ARTICLE VII
CUMULATIVE VOTING
Cumulative voting shall not be permitted in the election of directors.
ARTICLE VIII
LIMITATION ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or to its shareholders for monetary damages for breach of fiduciary
duty as a director; except that this provision shall not eliminate or limit the
liability of a director to the Corporation or to its shareholders for monetary
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 law;
(iii) acts specified in Section 7-108403 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
preceding sentence, the liability of each director shall be eliminated or
limited to the fullest extent permitted by the Colorado Business Corporation Act
as so amended. Any repeal or modification of this Article VIII shall not
adversely affect any right or protection of a director of the Corporation under
this Article VIII as in effect immediately prior to such repeal or modification,
with respect to any liability that would have accrued, but for this Article
VIII, prior to such repeal or modification.
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ARTICLE IX
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 attorneys' fees) incurred by reason of the fact that such person is
or was a director or officer of the Corporation or, while serving as a director
or officer of the Corporation, 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.
[Signatures]
/s/ ROBERT NEECE
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Robert Neece, Incorporator
The undersigned consents to his appointment as the initial registered agent of
Basic Technologies, Inc.
/s/ JAMES L. SPEIR
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James L. Speir, Registered Agent
