EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
WHITE ROCK ENTERPRISES, LTD.
a Nevada Corporation
FIRST. The name of the corporation is:
WHITE ROCK ENTERPRISES, LTD.
SECOND. The resident agent for this corporation shall be:
SAGE INTERNATIONAL INC.
The address of said agent, and the principal or statutory address of this
corporation in the State of Nevada, shall be 1135 Terminal Way, Suite 209, Reno,
Nevada 89502, located in Washoe County, State of Nevada. This corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said corporation, and that this corporation may conduct all
corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD. The objects for which this corporation is formed are as follows: to
engage in any lawful activity.
FOURTH. That the total number of voting common stock authorized that may be
issued by the corporation is FIFTY MILLION (50,000,000) shares of stock with
.001 PAR VALUE, and no other class of stock shall be authorized. Said shares may
be issued by the corporation from time to time for such considerations as may be
fixed from time to time by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the bylaws of this corporation, providing
that the number of directors shall not be reduced to less than one (1). The name
and post office address of the first Board of Directors shall be one (1) in
number and listed as follows:
NAME POST OFFICE ADDRESS
---- -------------------
CHERI S. HILL 1135 TERMINAL WAY, SUITE 209
RENO, NEVADA 89502
SIXTH. After the amount of the subscription price, the purchase price, of
the par value of the stock of any class or series is paid into the corporation,
owners or holders of shares of any stock in the corporation may never be
assessed to pay the debts of the corporation.
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SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
---- -------------------
CHERI S. HILL 1135 TERMINAL WAY, SUITE 209
RENO, NEVADA 89502
EIGHTH. The corporation is to have a perpetual existence.
NINTH. No director or officer of the corporation shall be personally liable
to the corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer or for any act or omission of any such
director or officer; however, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; or (b) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of this
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.
TENTH. No shareholder shall be entitled as a matter of right to subscribe
for or receive additional shares of any class of stock of the corporation,
whether now or hereafter authorized, or any bonds, debentures or securities
convertible into stock, but such additional shares of stock or other securities
convertible into stock may be issued or disposed of by the Board of Directors to
such persons and on such terms as in its discretion it shall deem advisable.
ELEVENTH. This corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon Stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying the facts herein stated are true, and accordingly have
hereunto set my hand OCTOBER 7, 1998.
/S/ Cheri S. Hill, Incorporator
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STATE OF NEVADA
COUNTY OF WASHOE
On OCTOBER 7, 1998, before me, the undersigned, a Notary Public in and for said
County and State, personally appeared CHERI S. HILL, personally known to me to
be the person whose name is subscribed to the foregoing document and
acknowledged to me that she executed the same.
/S/ V.R. Sweet
Notary Public
Commission expires: August 1, 2001
CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT BY RESIDENT AGENT
SAGE INTERNATIONAL, INC., hereby accepts appointment as Resident Agent of WHITE
ROCK ENTERPRISES, LTD. in accordance with NRS 78.090.
SAGE INTERNATIONAL, INC.
By: /S/ Cheri S. Hill, Senior V.P. Date: OCTOBER 7, 1998.
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 08 1998
No. C23692-98
/S/
-------------------------------
DEAN HELLER, SECRETARY OF STATE
STATE OF NEVADA
Secretary of State
I hereby certify that this a
true and complete copy of
the document as filed in this
office.
OCT 08 '98
DEAN HELLER
Secretary of State
By /s/ Kelly P. Davenport
--------------------------
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CERTIFICATE OF MERGER
OF
WHITE ROCK ENTERPRISES, INC.
a Nevada corporation
and
ISES CORPORATION
an Iowa corporation
The undersigned corporations, WHITE ROCK ENTERPRISES, INC., a Nevada
corporation ("WRE"), and ISES CORPORATION, an Iowa corporation ("ISES"), do
hereby certify:
1. WRE is a corporation duly organized and validly existing under the laws
of the State of Nevada. Articles of Incorporation were originally filed on
October 8, 1998.
2. ISES is a corporation duly organized and validly existing under the laws
of the State of Iowa. Articles of Incorporation were originally filed on May 14,
1997.
3. ISES and WRE are parties to a Merger Agreement, as amended, pursuant to
which ISES will be merged with and into WRE. Upon completion of the merger WRE
will be the surviving corporation in the merger and ISES will be dissolved.
Pursuant to the Merger Agreement the stockholders of ISES will receive stock in
WRE. For purposes of process of service, the address for ISES will be 1135
Terminal Way, Suite 209, Reno, NV.
4. The Articles of Incorporation and Bylaws of WRE as existing prior to the
effective date of the merger shall continue in full force as the Articles of
Incorporation and Bylaws of the surviving corporation.
5. The complete executed Agreement and Plan of Merger dated as of February
10, 2000, which sets forth the plan of merger providing for the merger of ISES
with and into WRE is on file at the corporate offices of WRE.
6. A copy of the Merger Agreement will be furnished by WRE on request and
without cost to any stockholder of any corporation which is a party to the
merger.
7. The plan of merger as set forth in the Agreement and Plan of Merger, has
been approved by a majority of the Board of Directors of ISES at a meeting held
February 10, 2000.
8. ISES has 2,000 shares of common stock issued, outstanding and entitled
to vote on the merger. At a meeting of the Shareholders of ISES held February
10, 2000 all 2,000 shares voted in favor of the merger.
9. The plan of merger as set forth in the Agreement and Plan of Merger, was
approved by a majority of the Board of Directors of WRE at a meeting held
February 10, 2000.
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10. Stockholder approval of the Agreement and Plan of Merger by the
Stockholders of WRE is not required pursuant to NRS 92A.130(1).
11. The manner in which the exchange of issued shares of WRE shall be
affected is set forth in the Agreement and Plan of Merger.
IN WITNESS WHEREOF, the undersigned have executed these Certificate of
Merger this 10th day of February, 2000.
WHITE ROCK ENTERPRISES, ISES CORPORATION
a Nevada Corporation an Iowa Corporation
By /S/ Dennis R. Crooks, President By /S/ Rick Grewell, President
By /S/ Sharon Boyd, Secretary By /S/ Palma Grewell, Secretary
STATE OF IOWA )
) SS:
COUNTY OF POLK )
On 2.10.00 before me, a Notary Public, personally appeared RICK GREWELL who
is the President of ISES CORPORATION, and who is personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacities and that, by his signatures on the
instrument, the person or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
/S/ Stan Pshonik
-------------------------------------
Notary Public
Commission expires: December 5, 2001
STATE OF IOWA )
) SS:
COUNTY OF POLK )
On 2.10.00 before me, a Notary Public, personally appeared PALMA GREWELL
who is the Secretary of ISES CORPORATION, and who is personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacities and that, by his signatures
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on the instrument, the person or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
/S/ Stan Pshonik
-------------------------------------
Notary Public
Commission expires: December 5, 2001
STATE OF CALIFORNIA )
) SS:
COUNTY OF SAN DIEGO )
On 2/24/00 before me, a Notary Public, personally appeared DENNIS CROOKS
who is the President of WHITE ROCK ENTERPRISES, LTD. and [who is personally
known]* to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacities and that, by his
signatures on the instrument, the person or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
/S/ Norman D. Hosler
-------------------------------------
Notary Public
Commission #1219164
Commission expires: May 13, 2003
* Bracketed text was struckout in the original document by the Notary
STATE OF CALIFORNIA )
) SS:
COUNTY OF SAN DIEGO )
On 2/23/00 before me, a Notary Public, personally appeared SHARON BOYD who
is the Secretary of WHITE ROCK ENTERPRISES, LTD. and who is personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
she executed the same in her authorized capacities and that, by his signatures
on the instrument, the person or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
/S/ Michael Ian Rott
-------------------------------------
Notary Public
Commission #1177867
Commission expires: March 29, 2002
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WHITE ROCK ENTERPRISES, LTD.
I, the undersigned President and Secretary of WHITE ROCK ENTERPRISES, LTD.
do hereby certify:
That the Board of Directors of said Corporation, (by unanimous consent of
the Board of Directors dated February 28, 2000) and the Shareholders of said
Corporation (by unanimous consent of the Shareholders dated March 1, 1999),
adopted a resolution to amend the original Articles as follows:
Article 4 is hereby deleted in its entirety and the following inserted in
lieu thereof:
Article 4 - Authorized Shares:
The aggregate number of shares which the corporation shall have authority
to issue shall consist of 50,000,000 shares of Common Stock having a $.001 par
value, and 20,000,000 shares of Preferred Stock having a $.001 par value. The
Common and/or Preferred Stock of the Company may be issued from time to time
without prior approval by the stockholders. The Common and/or Preferred Stock
may be issued for such consideration as may be fixed from time to time by the
Board of Directors. The Board of Directors may issue such shares of Common
and/or Preferred Stock in one or more series, which such voting powers,
designations, preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or resolutions.
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation was 100,000; that the said changes
and amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of stock outstanding and entitled to
vote thereon.
This Certificate of Amendment of Articles of Incorporation of WHITE ROCK
ENTERPRISES, LTD. is executed this 10th day of May, 2000.
/S/ Rick Grewell, President & Secretary
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STATE OF IOWA )
) ss:
COUNTY OF DALLAS )
On this 10th day of May, 2000, personally appeared before me, a Notary
Public, RICK GREWELL who is the President and Secretary of WHITE ROCK
ENTERPRISES, LTD. and who acknowledged to me that he executed the foregoing
Amendment on behalf of the Corporation.
/S/ Russell L. Asman
----------------------------------
Notary Public
Commission expires: 11-8-2001
9
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WHITE ROCK ENTERPRISES, LTD.
The undersigned President and Secretary, respective of WHITE ROCK
ENTERPRISES, LTD. do hereby certify:
That the Board of Directors of said Corporation, (by resolution of the
Board of Directors on June 14, 2000) and the Shareholders of said Corporation
(by a consent of a majority of the Shareholders dated June 14, 2000), adopted a
resolution to amend the original Articles as follows:
The FIRST Article is hereby deleted in its entirety and the following
inserted in lieu thereof:
FIRST: The name of the Corporation is:
SNAP2 CORPORATION
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation was 17,856,000; that the said
changes and amendment have been consented to and approved by a majority vote of
the stockholders holding at least a majority of stock outstanding and entitled
to vote thereon.
This Certificate of Amendment of Articles of Incorporation of WHITE ROCK
ENTERPRISES, LTD. is executed this 22 day of June, 2000.
/S/ Dean R. Grewell, III, President
/S/ Steven L. Johnson, Secretary
STATE OF IOWA )
) ss:
COUNTY OF DALLAS )
On this 22 day of June, 2000, before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared Dean R. Grewell, III and
Steven L. Johnson, to me personally known, who being by me duly sworn, did say
that they are the President and Secretary, respectively of said corporation
executing the within and foregoing instrument; that said instrument was signed
and sealed on behalf of said corporation by authority of its Board of Directors;
and that the said President and
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Secretary acknowledged the execution of said instrument to be the voluntary act
and deed of said corporation, by it and by them voluntarily executed.
/S/ Russell L. Asman
------------------------------
Notary Public
Commission expires: 11-8-2001
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