ARTICLES OF INCORPORATION
OF
TUNDRA RESOURCES, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a Corporation
under and pursuant to the laws of the State of Nevada, and we do
hereby certify that:
ARTICLE I
NAME:
The exact name of this Corporation is:
Tundra Resources, Inc.
ARTICLE II
RESIDENT AGENT:
The Resident Agent of the Corporation is Bruce Thompson, 128
Fortune Drive, Dayton, Nevada 89403.
ARTICLE III
DURATION:
The Corporation shall have perpetual existence.
ARTICLE IV
PURPOSES:
The purpose, object and nature of the business for which this
Corporation is organized are:
(a) To engage in any lawful activity;
(b) To carry on such business as may be necessary,
convenient, or desirable to accomplish the above purposes, and
to do all other things incidental thereto which are not
forbidden by law or by these Articles of Incorporation.
ARTICLE V
POWERS:
The powers of the Corporation shall be those powers granted
by 78.060 and 78.070 of the Nevada Revised Statutes under which
this corporation is formed.
In addition, the Corporation shall have the following
specific powers:
(a) To elect or appoint officers and agents of I the
Corporation and to fix their compensation;
(b) To act as an agent for any individual, association,
partnership, corporation or other legal entity;
(c) To receive, acquire, hold, exercise rights arising out
of the ownership or possession- thereof, sell, or otherwise
dispose of, shares
or other interests in, or obligations of, individuals,
associations, partnerships, corporations, or governments;
(d) To receive, acquire, hold, pledge, transfer, or
otherwise dispose of shares of the corporation, but such shares
may only be purchased, directly or indirectly, out of earned
surplus;
(e) To make gifts or contributions for the public welfare
or for charitable, scientific or educational purposes, and in
time of war, to make donations in aid of war activities.
ARTICLE VI
CAPITAL STOCK:
Section 1. Authorized shares. The total number of shares
which this Corporation is authorized to issue is 50,000,000
shares of Capital Stock at $.001 par value per share.
Section 2. Voting Rights of Shareholders. Each holder of
the Common Stock shall be entitled to one vote for each share
of stock standing in his name on the books of the Corporation.
Section 3. Consideration for Shares. The Common Stock shall
be issued for such consideration, as shall be fixed from time to
time by the Board of Directors. In the absence of fraud, the
judgment of the Directors as to the value of any property for
shares shall be conclusive. When shares are issued upon payment
of the consideration fixed by the Board of Directors, such
shares shall be taken to be fully paid stock and shall be non-
assessable. The Articles shall not be amended in this
particular.
Section 4. Pre-emptive Rights. Except as may otherwise be
provided by the Board of Directors, no holder of any shares of
the stock of the Corporation, shall have any preemptive right to
purchase, subscribe for, or otherwise acquire any shares or
stock of the Corporation of any class now or hereafter
authorized, or any securities exchangeable for or convertible
into such shares, or any warrants or other instruments
evidencing rights or options to subscribe for, purchase, or
otherwise acquire such shares.
Section 5. Stock Rights and Options. The Corporation shall
have the power to create and issue rights, warrants, or options
entitling the holders thereof to purchase from the corporation
any shares of its capital stock of any class or classes, upon
such terms and conditions and at such times and prices as the
Board of Directors may provide, which terms and conditions shall
be incorporated in an instrument or instruments evidencing such
rights. In the absence of fraud, the judgment of the Directors
as to the adequacy of consideration for the issuance of such
rights or options and the sufficiency thereof shall be
conclusive.
ARTICLE VII
ASSESSMENT OF STOCK:
The capital stock of this Corporation, after the amount of
the subscription price has been fully paid in, shall not be
assessable for any purpose, and no stock issued as fully paid up
shall ever be assessable or assessed. The holders of such stock
shall not be individually responsible for the debts, contracts,
or liabilities of the Corporation and shall not be liable for
assessments to restore impairments in the capital of the
Corporation.
ARTICLE VIII
DIRECTORS:
For the management of the business, and for the conduct of
the affairs of the Corporation, and for the future definition,
limitation, and regulation of the powers of the Corporation and
its directors and shareholders, it is further provided:
Section 1. Size of Board. The members of the governing
board of the Corporation shall be styled directors. The number
of directors of the Corporation, their qualifications, terms of
office, manner of election, time and place of meeting, and
powers and duties shall be such as are prescribed by statute and
in the by-laws of the Corporation. The name and post office
address of the directors constituting the first board of
directors, which shall be One (1) in number are:
NAME ADDRESS
David Wages 500 W. College Parkway
Suite 3V386
Carson City, Nevada 89706
Section 2. Powers of Board. In furtherance and not in
limitation of the powers conferred by the laws of the State of
Nevada, the Board of Directors is expressly authorized and
empowered:
(a) To make, alter, amend, and repeal the by-laws subject
to the power of the shareholders to alter or repeal the by-laws
made by the Board of Directors.
(b) Subject to the applicable provisions of the by-laws
then in effect, to determine, from time to time, whether and to
what extent, and at what times and places, and under what
conditions and regulations, the accounts and books of the
corporation, or any of them, shall be open to shareholder
inspection. No shareholder shall have any right to inspect any
of the accounts, books or documents of the Corporation, except
as permitted by law, unless and until authorized to do so by
resolution of the Board of Directors or of the Shareholders of
the Corporation;
(c) To issue stock of the Corporation for money, property,
services rendered, labor performed, cash advanced, acquisitions
for other corporations or for any other assets of value in
accordance with the action of the board of directors without
vote or consent of the shareholders and the judgment of the
board of directors as to value received and in return therefore
shall be conclusive and said stock, when issued, shall be fully-
paid and non-assessable.
(d) To authorize and issue, without shareholder consent,
obligations of the Corporation, secured and unsecured, under
such terms and conditions as the Board, in its sole discretion,
may determine, and to pledge or mortgage, as security therefore,
any real or personal property of the Corporation, including
after-acquired property;
(e) To determine whether any and, if so, what part, of the
earned surplus of the Corporation shall be paid in dividends to
the shareholders, and to direct and determine other use and
disposition of any such earned surplus;
(f) To fix, from time to time, the amount of the profits
of the Corporation to be reserved as working capital or for any
other lawful purpose;
(g) To establish bonus, profit-sharing, stock option, or
other types of incentive compensation plans for the employees,
including officers and directors, of the Corporation, and to fix
the amount of profits to be shared or distributed, and to
determine the persons to participate in any such plans and the
amount of their: respective participation;
(h) To designate, by resolution or resolutions passed by a
majority of the whole Board, one or more committees, which, to
the extent permitted by law and authorized by the resolution or
the by-laws, shall have and may exercise the powers of the
Board;
(i) To provide for the reasonable compensation of its own
members by by-law, and to fix the terms and conditions upon
which such compensation will he paid; and
(j) In addition to the powers and authority herein
before, or by statute, expressly conferred upon it, the Board of
Directors may exercise all such powers and do all such acts and
things as may be exercised or done by the corporation, subject,
nevertheless, to the provisions of the laws of the State of
Nevada, of these Articles of Incorporation, and of the by-laws
of the Corporation.
Section 3. Interested Directors. No contract or
transaction between this Corporation and any of its directors,
or between this Corporation and any other corporation, firm,
..association, or other legal entity shall be invalidated, by
reason of the fact that the director of the Corporation has a
direct or indirect interest, pecuniary or otherwise, in such
corporation, firm, association, or legal entity, or because the
interested director was present at the meeting of the Board of
Directors which acted upon or in reference to such contract or
transaction, or because he participated in such action, provided
that: (1) the interest of each such director shall have been
disclosed to or known by the Board and a disinterested majority
of the Board shall have nonetheless ratified and approved such
contract or transaction (such interested director or directors
may be counted in determining whether a quorum is present for
the meeting at which such ratification or approval is given); or
(2) the conditions of N.R.S. 78.140 are met.
ARTICLE IX
LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS:
The personal liability of a director or officer of the
corporation to the corporation or the Shareholders for damages
for breach of fiduciary duty as a director or officer shall be
limited to acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law.
ARTICLE X
INDEMNIFICATION:
Each director and each officer of the corporation may be
indemnified by the corporation as follows:
(a) The corporation may indemnify any person who was or is
a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him in connection with the action, suit
or proceeding, if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the corporation and with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suite or
proceeding, by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.
(b) The corporation may indemnify any person who was or is
a party, or is threatened to be made a party, to any threatened,
pending or completed action or suit by or in the right of the
corporation, to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses including amounts paid in settlement
and attorneys', fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit,
if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals
there from, to be liable to the corporation or for amounts paid
in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other
court of competent Jurisdiction determines upon application that
in view of all the circumstances of the case the person is
fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of this Article, or in defense of
any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the
defense.
(d) Any indemnification under subsections (a) and (b)
unless ordered by a court or advanced pursuant to subsection
(e), must be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(i) By the stockholders;
(ii) By the board of directors by majority vote of a
quorum consisting of directors who were not parties to the act,
suit or proceeding;
(iii) If a majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion; or
(iv) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
(e) Expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of
the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers
may be entitled under any contract or otherwise by law.
(f) The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this section:
(i) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses may be
entitled under the certificate or articles of incorporation or
any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his
office, except that Indemnification, unless ordered by a court
pursuant to subsection (b) or for the advancement of expenses
made pursuant to subsection (e) may not be made to or on behal
of any director or officer if a final adjudication establishes
that his acts or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to the
cause of action; and
(ii) Continues for a person who has ceased to be a
director, officer, employee or agent and inures to the benefit
of the heirs, executors and administrators of such a person.
ARTICLE XI
PLACE OF MEETING; CORPORATE BOOKS:
Subject to the laws of the State of Nevada, the
shareholders and the Directors shall have power to hold their
meetings, and the Directors shall have power to have an office
or offices and to maintain the books of the Corporation outside
the State of Nevada, at such place or places as may from time to
time be designated in the by-laws or by appropriate resolution.
ARTICLE XIII
AMENDMENT OF ARTICLES:
The provisions of these Articles of Incorporation may be
amended, altered or repealed from time to time to the extent and
in the manner prescribed by the laws of the State of Nevada, and
additional provisions authorized by such laws as are then in
force may be added. All rights herein conferred on the
directors, officers and shareholders are granted subject to this
reservation.
ARTICLE XIII
INCORPORATOR:
The name and address of the sole incorporator signing these
Articles of Incorporation is as follows:
NAME ADDRESS
David Wages 500 W.College Parkway
Suite V386
Carson City, NV 89706
IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation this 18th day of December, 1998.
By:/s/ David Wages
David Wages
STATE OF NEVADA
Lyon County
On December 18, 1998, personally appeared before me, a Notary
Public, David Wages, who acknowledged to me that he executed the
foregoing Articles of Incorporation for Clemmy Acquisition
Corp., a Nevada corporation.
/s/ Beverly Thompson
Beverly Thompson,
NOTARY PUBLIC - NEVADA
APPT Recorded in LYON CO.
My Appt. EXP. March 1, 2002
