EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
PELLET AMERICA CORPORATION
Pursuant to the provisions of the Nevada Business Corporation Act, the
following Articles of Incorporation of PELLET AMERICA CORPORATION are submitted
for filing.
ARTICLE 1. NAME.
The name of the corporation is PELLET AMERICA CORPORATION.
ARTICLE 2. PURPOSES.
This corporation is organized for the following purposes:
a) To research, develop, manufacture, market and / or license portable
pelleting plants and related technology.
b) To engage in any business, trade or activity, which may lawfully be
conducted by a corporation organized under the Nevada Business
Corporation Act.
c) To engage in all such activities as incidental or conductive to the
attainment of the purposes of this corporation or any of them and to
exercise any and all powers authorized or permitted to be done by a
corporation under any laws that may be now or hereafter applicable or
available to this corporation.
The foregoing clauses of this Article 2 shall each be construed as purposes and
powers and the matters expressed in each clause shall be in no way limited or
restricted by reference to or inference from the terms of any other clauses, but
shall be regarded as independent purposes and powers; and nothing contained in
these clauses shall be deemed in any way to limit or exclude any power, right or
privilege given to this corporation by law or otherwise.
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ARTICLES 3. SHARES.
The total number of shares of capital stock which the corporation is
authorized to issue is Fifty Million (50,000,000) shares of Ocmmo9n Stock having
a par value of $0.001 per share (the "Common Stock").
ARTICLE 4. PRE-EMPTIVE RIGHTS.
Shareholders of the corporation shall have no pre-emptive rights to acquire
additional shares or treasury shares issued by the corporation.
ARTICLE 5. DIRECTOR LIABILITY.
A director of the corporation shall not be personally liable to the
corporation its shareholders for monetary damages for conduct as a director,
except for the liability of the director for: (i) acts or omissions that involve
intentional misconduct or a knowing violation of law by the director, (ii)
conduct which violates the Nevada Business Corporation Act, pertaining to
un-permitted distributions to shareholders or loans to directors, or (iii) any
transaction form which the director will personally receive a benefit in money,
property, or services to which the director is not legally entitled. If the
Nevada Business Corporation Act (the "Act") is amended to authorize corporate
action further eliminating or limiting the personal liability directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Act, as so amended. Any repeal or
modification of the forgoing paragraph by the shareholders of the corporation
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.
ARTICLE 6. INDEMNIFICATION.
The corporation shall indemnify its directors against all liability,
damage, or expenses resulting from the fact that such person is or was a
director, to the maximum extent and in all circumstances permitted by law;
except that the corporation shall not indemnify a director against liability
damage, or expenses resulting from the director's gross negligence.
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ARTICLE 7. NO CUMULATIVE VOTING
At each election of directors, every shareholder entitled to vote at such
election has the right to vote in person or by proxy the number of shares of
stock held by such shareholder for as many persons as there are directors to be
elected. No cumulative voting for directors will be permitted.
ARTICLE 8. AMENDMENTS TO ARTICLES OF INCORPORATION.
This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation in ay manner now or hereafter
permitted by stature. All rights of the shareholders of this corporation are
subject to this reservation.
ARTICLE 9. SHAREHOLDER APPROVAL.
The affirmative vote of a simple majority (50% plus one share) of all of
the votes entitled to be cast on the matter shall be required and sufficient,
valid and effective, after due consideration and reconsideration of such action
by the Board of Directors, as required by law, to approve and authorize the
following acts of the corporation.
a) An amendment to these Articles of Incorporation;
b) The merger of this corporation into another corporation or the
merger of one or more corporations into this corporation,
c) The acquisition by another corporation of all of the outstanding
shares of one or more classes or series of this corporation, or
d) The sale, lease, exchange, or other disposition by this
corporation of all, or substantially all, of its property other
than in the usual course of business.
ARTICLE 10. REGULATION OF INTERNAL AFFAIRS.
The provisions for the regulation of the internal affairs of the
corporation shall be set froth in the Bylaws.
ARTICLE 11. BY LAWS.
The Board of Directors shall have the power to adopt, amend or repeal the Bylaws
for this corporations, subject to the power of the shareholders to amend or
repeal such Bylaws.
ARTICLE 12. DIRECTORS.
The Board of Directors of this corporation shall consist of at lease three,
but not more than nine directors. The number of directors may be increased or
decreased form time to time by the Board of Directors in the manner set forth in
the Bylaws.
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The initial directors shall consist of five persons as follows:
Mr. Donald Hauser West 717 Sprague Avenue, Suite 1100, Spokane, Washington
99204
Mr. Terrence J. Dunne West 717 Sprague Avenue, Suite 1100, Spokane,
Washington 99204
Mr. Wallace Bartley 90 Baywood Village Drive, Washington 98382
Mr. Jeffrey Wornbolt 321 Emerald Drive, Kellez, Idaho 83837
Mr. Eart Mithague East 18811 Grace Court, Washington 99027
The named individuals shall serve until the Next Annual Meeting of
Shareholders and until their successors are elected and qualified unless they
resign or are removed.
ARTICLE 13. REGISTERED OFFICE AND AGENT.
The address of the Registered Office of this corporation is located at 400
West King Street, Suite 404, Carson City, Nevada 89703 and the name of its
initial Registered Agent at such address is Capital Documents, Inc.
ARTICLE 14. INCORPORATOR.
The name and address of the incorporator is Terrence J Dunne, 1100 Washington
Trust Financial Center, Spokane, Washington 99204
IN WITNESS WHEREOF, the undersigned, being the incorporator of this
corporation, executed these Articles of Incorporation and certified to the truth
of the facts herein stated this 6th day of July, 1995.
By: /s/
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Name: Terrence J. Dunne, Incorporator
STATE OF WASHINGTON }
} ss.
County of Spokane }
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Washington, certify that
Terrence J. Dunne, being the Incorporator of the corporation referred to in the
foregoing Articles of Incorporation, personally appeared before me and swore to
the truth of the facts therein stated.
WITNESS my hand and notary seal this 6th day of July, 1995.
/s/
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NOTARY PUBLIC in an for the State
of Washington, Residing at Spokane. My
Commission Expires: 4/15/98
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