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Exhibit 3.1
ARTICLES OF INCORPORATION
OF
ARIZONA NEVADA GOLD-COPPER
AND SILVER MINING COMPANY
FILED AT THE REQUEST OF
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NEVADA AGENCY AND TRUST COMPANY
Two Ryland Street
Reno, Nevada
May 6, 1968
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(DATE)
/s/ John Koontz
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JOHN KOONTZ, SECRETARY OF STATE
/s/ illegible signature
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(BY) DEPUTY SECRETARY OF STATE
NO. 857-68
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FILING FEE $75.00
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ARTICLES OF INCORPORATION
OF
ARIZONA-NEVADA GOLD-COPPER AND SILVER MINING COMPANY
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, having associated ourselves together for the
purpose of forming a corporation under and by virtue of the laws of the State of
Nevada, hereby adopt the following Articles of Incorporation:
ARTICLE I
The name of the corporation shall be:
ARIZONA-NEVADA GOLD-COPPER AND SILVER MINING COMPANY and its principal
place of business in Nevada shall be Reno, at Two Ryland Street, Washoe County,
but other places of business may be established and maintained within or without
the State of Nevada as the Board of Directors may designate, where business of
the corporation, including meetings of stockholders and directors, may be
conducted and held.
ARTICLE II
The names, residences and addresses of the incorporators are as follows:
MURRAY A. SCHUTZ 127 Montgomery Street
San Francisco, California 94104
LOUIS NAVONE 2 Westminster Drive
Oakland, California 94618
JOHN G. BRENNAN 404 Del Webb Building
Phoenix, Arizona 85012
ARTICLE III
The general nature of the business to be transacted by the corporation and
its powers are as follows:
To own, hold, sell, mortgage, dispose of in any way, deal in, titles to
land, mining claims, leases, tax liens, rights of all descriptions, authorities,
bonds, stocks,
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commodities of all descriptions, including commodity futures contracts, and
options on land, mineral claims, oil leases, stocks, bonds, and commodities of
all descriptions.
To operate, explore, drill, mine, buy, sell, deal in, oil, or minerals, or
commodities of every nature; to mill, process, crush, separate, refine, smelt,
treat, store and transplant petroleum, ores and minerals, or other substances of
every kind.
To borrow and/or lend money with or without security.
To have and exercise all the rights, powers and privileges which are now or
which may hereafter be conferred upon corporations organized under the same
statute as this corporation; and to have and exercise all such rights, powers
and privileges as may be necessary, convenient or proper to effectuate and
accomplish the objects and purposes specified in this certificate, or any of
them; and said specified objects and purposes shall not limit or restrict in any
manner the powers of this corporation.
ARTICLE IV
The authorized capital stock of the corporation shall be One Million Seven
Hundred Fifty Thousand (1,750,000) Shares with a par value of $0.10 per share.
ARTICLE V
The governing board shall be at least three directors and not more than
nine directors, and the following three members are selected to act as directors
and manage the affairs of the corporation for the first year of its existence or
until their successors are elected and qualify:
MURRAY A. SCHUTZ 127 Montgomery Street
San Francisco, California 94101
LOUIS NAVONE 2 Westminster Drive
Oakland, California 94618
JOHN G. BRENNAN 404 Del Webb Building
Phoenix, Arizona 85012
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At the annual meetings, or any special meeting of the stockholders of this
corporation called for the purpose of electing directors, a majority of the
stock represented by stockholders at the meeting, or by proxy, shall decide,
first, the number of directors to hold office for the ensuing term and, second,
the directors to constitute the Board, There shall never be more than nine (9)
nor less than three (3) directors, The Board of Directors, during the term of
office, may decrease in number by resignation or death of one or more members,
but the number of Directors cannot be increased.
ARTICLE VI
The authorized shares of this corporation shall not be assessable after the
amount of the par value, or the subscription price has been paid in full, nor
shall the shares be assessable to pay the debts of the corporation, and any
shares issued for property, or for considerations other than cash, shall be
deemed fully paid up and forever non-assessable.
ARTICLE VII
The term of existence of this corporation shall be perpetual.
ARTICLE VIII
The directors shall have power to make such By-laws as they may deem proper
for the management of the affairs of said corporation according to the statute
in such case made and provided.
ARTICLE IX
Each stockholder will have one vote for each share registered in his or her
name. Cumulative voting shall be allowed.
ARTICLE X
The stockholders of this corporation shall have no preferential right or
rights to subscribe to any subsequent
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issues of the authorized, shares of this corporation, unless certain rights or
warrants are authorized and issued by the Board of Directors, or stockholders
for a specific issue.
ARTICLE XI
The assets of the corporation may be sold, merged or otherwise disposed of
for value, upon the acquiescence and approval of not less than 66-2/3% of the
registered shareholders of the corporation.
IN WITNESS HEREOF, we have hereunto set out hands this 1st and 2nd day of
May, 1968.
/s/ Murray A. Schutz
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Murray A. Schutz
/s/ Louis Navone
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Louis Navone
/s/ John G. Brennan
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John G. Brennan
STATE OF ARIZONA )
) ss.
County of Maricopa )
Before me, the undersigned Notary Public, personally appeared JOHN G.
BRENNAN, known to me to be the person whose name is subscribed to the within
instrument, and who acknowledged to me that he executed the same for the
purposes therein contained.
WITNESS my hand and official seal this 1st day of May, 1968.
/s/ Wanda Jo Peterson
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Notary Public
My Commission Expires:
May 6, 1971
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STATE OF CALIFORNIA )
) ss.
City and County of San Francisco )
Before me, the undersigned Notary Public, personally appeared MURRAY A.
SCHUTZ, known to me to be the person whose name is subscribed to the within
instrument, and who acknowledged to me that he executed the same for the purpose
therein, contained.
WITNESS my hand and official seal this 1st day of May, 1968.
/s/ Frances R. Wiener
--------------------------------
Notary Public Frances R. Wiener
My Commission Expires:
My Commission Expires February 17, ????
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STATE OF CALIFORNIA )
) ss.
County of Alameda )
Before me, the undersigned Notary Public, personally appeared LOUIS NAVONE,
known to me to be the person whose is subscribed to the within instrument, and
who acknowledged to me that he executed the same for the purposes therein
contained.
WITNESS my hand and official seal this 2nd day of May, 1968.
/s/ Elinor Lahti
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Notary Public
My Commission Expires:
May 26, 1969
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
July 20, 1982
Filing Fee $2385.00
BY: NATCO
Suite 1400
One East First St.
Reno, Nevada 89501
AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
ARIZONA-NEVADA MINING COMPANY
* * * * *
Pursuant to the provisions of Section 78.385 of the Nevada Revised
Statutes, Arizona-Nevada Mining Company, a Nevada corporation, adopts the
following amendment to its Articles of Incorporation:
1. The undersigned hereby certify that on Friday, July 9, 1982, a Special
Meeting of the Board of Directors was duly held and convened at which time there
was present a quorum of the Board of Directors acting throughout all
proceedings, and at which time the following resolution was duly adopted by the
Board of Directors:
BE IT RESOLVED: That the President of the corporation is hereby authorized
and directed to call a Special Meeting of Stockholders to be held and
convened on Tuesday, July 20, 1982 at 12:00 o'clock noon, local time, at
Suite 1400 One East First Street, Reno, Nevada 89501 for the following
purposes:
To amend the Articles of Incorporation to provide:
(a) That the name of the corporation be changed from Arizona-Nevada
Mining Company to International Texas Industries. Inc.
(b) That the capitalization be increased from 1,750,000 shares to
50,000,000 shares with the par value being increased from $0.10
to $0.20 per shares which would have the effect of a reverse
split of the corporation's stock in that two (2) shares of $0.10
par value stock would be equal to one (1) share of $0.20 par
value stock.
2. A Special Meeting of the Stockholders was held on Tuesday, July 20,
1982. With regard theret the undersigned hereby certify as follows.
(a) A Notice of Special Meeting of Stockholders was mailed to each
stockholder on Friday, July 9, 1982.
(b) There were present, either by Proxy or in person 825,375 shares
of
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the 1,250,000 shares outstanding of Arizona-Nevada Mining
Company.
(c) The proposals to amend the Articles of Incorporation which are
set forth as follows were adopted by 825,375 shares. There were 0
shares voting against the proposals.
(d) The Amendments to the Articles of Incorporation are as follows:
ARTICLE I: That the name of the corporation is INTERNATIONAL TEXAS
INDUSTRIES, INC.
ARTICLE IV: That this corporation is authorized to issue only one (1) class
of shares of stocks; the total number of such shares is FIFTY MILLION
(50,000,000), par value TWENTY CENTS ($0.20) per share, totaling in the
aggregate Ten Million Dollars ($10,000,000).
The holders of shares of capital stock of the corporation shall not be
entitled to pre-emptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors, provided that
the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of Directors.
DATED: This 20th day of July. 1982.
ARIZONA-NEVADA MINING COMPANY
By /s/ Terry L. Young
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Terry L. Young, President
ATTEST:
/s/ Susan S. Young
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Susan S. Young, Secretary
<PAGE> 9
STATE OF TEXAS )
: ss.
COUNTY OF )
On this 20th day of July, 1982, before me, the undersigned, a Notary
Public, personally appeared TERRY L. YOUNG, President, and SUSAN S. YOUNG,
Secretary, of ARIZONA-NEVADA MINING COMPANY, a Nevada corporation, known to me
to be the persons who executed the foregoing instrument and who acknowledged to
me that they executed the same freely and voluntarily on behalf of and in their
capacities as the President and Secretary, respectively, of Arizona-Nevada
Mining Company for the uses and purposes therein mentioned.
IN WITNESS THEREOF, I have hereunto fixed my hand and affixed my official
seal the day and year first above written.
/s/ Michael Mayfield
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Notary Public
Residing in Austin, TX
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Travis County
My Commission Expires:
12-10-85
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 21 1983
Filing Fee $50.00
BY Calkins, Kramer, Gris
Grimshaw & Harring
1700 Lincoln St.
Suite 3800
Denver, Colorado 80203
ARTICLES OF AMENDMENT
To the
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Nevada Corporation Laws, the undersigned
corporation adopts the following Articles of Amendment to its Articles of
Incorporation:
FIRST: The name of the corporation is International Texas Industries, Inc.
SECOND: The following amendment was adopted by a majority of the
shareholders of the corporation, in the manner prescribed by the Nevada
Corporation Laws on the dates set forth above each amendment:
JULY 26, 1983
"RESOLVED, that Article IV of the Articles of Incorporation be deleted
in its entirety and in its place inserted:
'ARTICLE IV. The authorized capital stock of the corporation
shall be Fifty Million (50,000,000) shares of common stock with
each share having a par value of One Tenth of One Cent ($0.001)
per share.'"
JULY 27, 1983
"RESOLVED, that Article I of the Articles of Incorporation be deleted
in its entirety, and in its place inserted:
'ARTICLE I. The name of the corporation shall be International
Texas Industries, Inc., and its principal place of business in
Nevada shall be Reno, at Suite 1400 First National Bank Building,
One East First Street, Reno, Nevada 89501, but other places of
business may be established and maintained within or without the
State of Nevada as the board of directors may designate, where
business of the corporation, including meetings of stockholders
and directors may be conducted and held.'"
"RESOLVED, that Article III of the Articles of Incorporation, be
deleted in its entirety and in its place inserted:
'Article III. The general nature of the business of the
corporation is to engage in any lawful activity. To this end, the
corpora-
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tion shall have and may exercise all the rights, powers and
privileges which are now or which may hereafter be conferred upon
corporations organized under Chapter 78 of the State of Nevada
Corporation Laws, and any other rights, powers and privileges
which are now or which may hereafter be conferred upon
corporations under the Common Law or under any other applicable
law.'"
INTERNATIONAL TEXAS INDUSTRIES, INC.
By /s/ Jon J. King
---------------------------------
Jon J. King, President
and
/s/ Robert R. Johnson
---------------------------------
Robert R. Johnson, Secretary
STATE OF TEXAS )
) ss.
COUNTY OF BEXAR )
Before me, Lesli G. Griffin, a Notary Public in and for the said County and
State, personally appeared Jon J. King and Robert R. Johnson, who acknowledged
before me that they are the President and Secretary, respectively, of
International Texas Industries, a Nevada corporation, and that they signed the
foregoing Articles of Amendment as a free and voluntary act and deed for the
uses and purposes therein set forth, and that the facts contained therein are
true.
IN WITNESS WHEREOF I have hereto set my hand and seal this 26th day of
August A.D., 1983.
My commission expires: 8/28/85
My address is: not required in the state of Texas.
/s/ Lesli G. Griffin
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Notary Public
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FILING FEE $50.00
FILED BY: INTERNATIONAL
IN THE OFFICE OF THE TEXAS INDUSTRIES
SECRETARY OF STATE OF THE INC.
STATE OF NEVADA SUITE # 204
ARTICLES OF AMENDMENT 14800 SAN PEDRO
SEP 11 1984 TO THE SAN ANTONIO
ARTICLES OF INCORPORATION TEXAS 78232
OF
INTERNATIONAL TEXAS INDUSTRIES, INC.
Pursuant to the provisions of the Nevada Corporation Laws, the undersigned
corporation adopts the following Articles of Amendment to its Articles of
Incorporation.
FIRST: The following amendment was adopted by a majority of the
shareholders of the corporation, in the manner prescribed by the Nevada
Corporation Laws on the date set forth above the amendment:
JUNE 22, 1984
RESOLVED, that Article IV of the Articles of Incorporation be deleted in
its entirety, and in its place be inserted,
ARTICLE IV. The corporation shall have two classes of authorized
capital stock as follows:
Class A - fifty million (50,000,000) shares of common stock with each
share having a par value of One Tenth of One Cent ($0.001) per share.
Class AA - two million (2,000,000) shares of convertible preferred
stock with each share having a par value of One Cent ($0.01) per
share. Each convertible preferred share shall be convertible to one
share of Class A common stock at the option of the holder.
JULY 22, 1984
RESOLVED, that Article IX of the Articles of Incorporation be deleted in
its entirety, and in its place inserted:
ARTICLE IX. Each stockholder shall have one vote for each share
registered into his or her name without giving regard to class or type
of stock.
INTERNATIONAL TEXAS INDUSTRIES, INC.
By: /s/ Jon J. King
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Jon J. King, President
By: /s/ Denise Byler
--------------------------------
Denise Byler, Secretary
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STATE OF TEXAS )
) ss.
COUNTY OF BEXAR )
Before me, _____________________________, a Notary Public in and for the
said County and State, personally appeared Jon J. King and Denise Byler, who
acknowledged before me that they are the President and Secretary, respectively,
of International Texas Industries, Inc., a Nevada corporation, and that they
signed the foregoing Articles of Amendment as a free and voluntary act and deed
for the uses and purposes therein set forth, and that the facts contained
therein are true.
IN WITNESS WHEREOF, I have hereto set my hand and seal this 7th day of
September A.D., 1984.
/s/ Kathleen K. Fletcher
------------------------------
Notary Public in and for the
State of Texas
My commission expires: Kathleen K. Fletcher
12-19-87 ------------------------------
---------------------- Notary's printed name
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 10 1998
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
INTERNATIONAL TEXAS INDUSTRIES, INC.
The undersigned, being the President and Secretary of INTERNATIONAL TEXAS
INDUSTRIES, INC., a Nevada Corporation, hereby certify that by vote of the Board
of Directors, with consent from the controlling majority stockholder, at a
meeting held on the 1st day of June, 1998, it was agreed by unanimous vote that
this CERTIFICATE AMENDING THE ARTICLES OF INCORPORATION be filed.
The undersigned further certify that the original Articles of Incorporation
of INTERNATIONAL TEXAS INDUSTRIES, INC., were filed with the Secretary of State
of Nevada on the 6th day of May, 1968. The undersigned further certify that
ARTICLE FIRST of the original Articles of Incorporation, filed on the 6th day of
May, 1968, herein is amended to read as follows:
ARTICLE FIRST
THE NAME OF THE CORPORATION IS KENTEX ENERGY, INC.
The undersigned hereby certify, that they have on this 4 day of June, 1998,
executed this Certificate Amending the original Articles of Incorporation
heretofore filed with the Secretary of State of Nevada.
/s/ Janis Barnard
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Janis Barnard, President/Secretary
STATE OF Oregon )
-----------
) SS.
COUNTY OF Yamhill )
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On this 4th day of June, 1998, before me, the undersigned, a Notary Public,
personally appeared: Janis Barnard, known to me to be the person(s) whose
name(s) are subscribed to the foregoing Certificate Amending the Articles of
Incorporation and acknowledged to me that they executed the same.
/s/ Julie Snow
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Notary Public
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OFFICIAL SEAL
JULIE SNOW
NOTARY PUBLIC - OREGON
COMMISSION NO. A053646
MY COMMISSION EXPIRES APRIL 30, 2000
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