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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
EXHAUST TECHNOLOGIES, INC.
The undersigned, acting as incorporator of a corporation
under the Washington Business Corporation Act adopts the following
Articles of Incorporation for such Corporation.
ARTICLE I
NAME OF CORPORATION
The name of the Corporation shall be:
EXHAUST TECHNOLOGIES, INC.
ARTICLE II
DURATION OF CORPORATION
The period of duration of the Corporation shall be perpetual.
ARTICLE III
CORPORATION PURPOSES
The purpose or purposes for which the Corporation is
organized are:
Section 1.
To engage in the business of developing, manufacturing and
marketing exhaust systems.
Section 2.
In general, to carry on any lawful business whatsoever in
connection with the foregoing which is calculated, directly or
indirectly, to promote the interests of the Corporation or to enhance
the value of its properties.
Section 3.
To engage in and carry on any lawful business or trade,
regardless of whether or not said business or trade is directly or
indirectly related to the business referred to in Section 1 of the
Article III and to exercise all powers granted to a corporation formed
under the Washington Business Corporation Act, including any amendments
thereto or successor statutes that may hereinafter be enacted.
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ARTICLE IV
CAPITALIZATION
The aggregate number of shares which the Corporation shall
have the authority to issue is 100,000,000 shares of Common Stock
having a par value of $0.00001 per share. There shall be no other
class or shares of stock in the Corporation. The Corporation shall
have the right to purchase, take, receive or otherwise acquire, hold,
own, pledge, transfer and dispose of its own shares, to the extent of
both its unrestricted and unreserved capital surplus.
ARTICLE V
NO PREEMPTIVE RIGHTS
Shareholders shall have no preemptive rights to acquire
additional shares offered for sale by the corporation.
ARTICLE VI
NO CUMULATIVE VOTING
Each shareholder entitled to vote at any election for
Director shall have the right to vote, in person or by proxy, the
number of shares owned by him for as many persons as there are
Directors to be elected and for whose election he has a right to vote,
and no shareholder shall be entitled to cumulate his votes.
ARTICLE VII
GENERAL PROVISIONS
Section 1.
The Board of Directors shall have full power to adopt, alter,
amend, or repeal the Bylaws or adopt new Bylaws. Nothing herein shall
deny the concurrent power of the shareholders to adopt, alter, amend,
or repeal the Bylaws.
Section 2.
The Corporation reserves the right to amend, alter, change,
or repeal any provisions contained in its Articles of Incorporation in
any manner now or hereafter prescribed or permitted by statue. All
rights of shareholders of the Corporation are granted subject to this
reservation.
Section 3.
The Corporation may enter into contracts and otherwise
transact business as a vendor, purchaser, or otherwise, with its
Directors, Officers, and shareholders and with corporations,
associations, firms and entities in which they are or may be or become
interested as Directors, Officers, shareholders, members, or otherwise,
as freely as though such adverse interests did not exist, even though
the vote, action or presence of such Director, Officer or shareholder
may be necessary to obligate the corporation upon such contracts or
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transactions; and in the absence of fraud, no such Director, Officer or
shareholder shall be held liable to account to the Corporation, by
reason of such adverse interest or by reason of any fiduciary
relationship to the corporation arising out of such office or stock
ownership, for any profit or benefit realized by him through any such
contract or transaction; provided that in the case of Directors and
Officers of the Corporation (but not in the case of shareholders who
are not Directors or Officers), the nature of the interest of such
Director or Officer, though not necessarily the details or extent
thereof, be disclosed or known to the Board of Directors of the
Corporation, at the meeting thereof at which such contract or
transaction is authorized or confirmed. A general notice that a
Director or Officer of the Corporation is interested in any
corporation, association, firm, or entity shall be sufficient
disclosure as to such Director or Officer with respect to all contracts
and transactions with that corporation, association, firm, or entity.
ARTICLE VIII
REGISTERED OFFICE AND ADDRESS
The address of the initial registered office of the
Corporation is 601 West First Avenue, Suite 503, Spokane, Washington
99201 and the name of the initial registered agent at said address is
Conrad C. Lysiak.
ARTICLE IX
BOARD OF DIRECTORS
Section 1.
The number, qualifications, terms of office, manner of
election, time and place of meetings, and powers and duties of the
Directors shall be prescribed in the Bylaws.
Section 2.
A Director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for conduct
as a Director, except for:
(a) Acts or omissions involving intentional misconduct
by the Director or a knowing violation of law by the
Director;
(b) Conduct violating RCW 23B.08.310 (which involves
certain distributions by the Corporation); or
(c) Any transaction from which the Director will
personally receive a benefit in money, property, or services
to which the Director is not legally entitled.
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If the Washington Business Corporation Act is amended 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 Washington Business Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation with respect to any acts or
omissions of such Director occurring prior to such repeal or
modification.
ARTICLE X
INDEMNIFICATION
Section 1.
The Corporation shall indemnify its Directors and Officers to
the fullest extent permitted by the Washington Business Corporation Act
now or hereafter in force. However, such indemnity shall not apply on
account of:
(a) Acts or omissions of the Director or Officer
finally adjudged to be intentional misconduct or a knowing
violation of law;
(b) Conduct of the Director or Officer finally adjudged
to be in violation of RCW 23B.08.310; or,
(c) Any transaction with respect to which it was
finally adjudged that such Director or Officer personally
received a benefit in money, property, or services to which
the Director was not legally entitled.
The Corporation shall advance expenses for such persons
pursuant to the terms set forth in the Bylaws, or in a separate
Directors' resolution or contract.
Section 2.
The Board of Directors may take such action as is necessary
to carry out these indemnification and expense advancement provisions.
The Corporation is expressly empowered to adopt, approve and amend from
time to time such Bylaws, resolutions, contracts, or further
indemnification and expense advancement arrangements as may be
permitted by law, implementing these provisions. Such Bylaws,
resolutions, contracts, or further arrangements shall include but not
be limited to implementing the manner in which determinations as to any
indemnity or advancement of expenses shall be made.
Section 3.
No amendment or repeal of this Articles shall apply to or
have any effect on any right to indemnification provided hereunder with
respect to acts or omissions occurring prior to such amendment or
repeal.
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ARTICLE XI
INCORPORATOR
The name and address of each incorporator is:
Name Address
Conrad C. Lysiak 601 West First Avenue
Suite 503
Spokane, Washington 99201
IN WITNESS WHEREOF, the incorporator hereinabove named has
executed these Articles of Incorporation this 20th day of July, 1998.
/s/ Conrad C. Lysiak
Conrad C. Lysiak, Incorporator
CONSENT TO APPOINTMENT AS REGISTERED AGENT
I, Conrad C. Lysiak, hereby consent to serve as Registered
Agent in the State of Washington for the following Corporation:
EXHAUST TECHNOLOGIES, INC.
I understand that, as agent for the Corporation, it will be
my responsibility to receive service of process in the name of the
Corporation; to forward all mail to the Corporation; and, to
immediately notify the office of the Secretary of State in the event of
my resignation, or of any changes in the registered office address of
the Corporation for which I am agent.
Dated this 20th day of July, 1998.
/s/ Conrad C. Lysiak
Conrad C. Lysiak
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
