ARTICLES OF INCORPORATION
FOR
COMSTOCK COAL COMPANY, INC.
WE THE UNDERSIGNED natural persons of the age of twenty-one years or more,
acting as incorporators of a corporation under the Utah Business Corporation Act
adopt the following Articles of Incorporation for such corporation.
ARTICLE I
CORPORATE NAME
--------------
The name of this corporation is Comstock Coal Company, Inc.
ARTICLE II
DURATION OF CORPORATION
-----------------------
The duration of this corporation is "perpetual".
ARTICLE III
CORPORATE PURPOSES
------------------
The purpose for which this corporation is organized is to own, mine, sell, lease
or otherwise deal with coal and other mineral and natural resources and all
matters related or ancillary thereto and to do all things and engage in all
lawful transactions which a corporation organized under the laws of the State of
Utah might do or engage in. even though not expressly stated herein.
ARTICLE IV
CAPITALIZATION
--------------
The aggregate number of shares which this corporation shall have authority to
issue is ONE MILLION (1,000,000) shares of par value stock with a par value of
FIVE CENTS ($0.05) per share. All stock of the corporation shall be of the same
class and shall have the same rights and preferences. Fully paid stock of this
corporation shall not be liable to any further call or assessment.
ARTICLE V
PRE-EMPTIVE RIGHTS ABOLISHED
----------------------------
The authorized and treasury stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board of
Directors shall determine. Shareholders shall not have pre-emptive rights to
acquire unissued shares of the stock of this corporation.
ARTICLE VI
COMMENCING BUSINESS
-------------------
This corporation will not commence business until consideration of a value of at
least $1,000 has been received for the issuance of shares.
ARTICLE VII
INTERNAL AFFAIRS
----------------
The Directors shall adopt Bylaws which are not inconsistent with law or these
Articles for the regulation and management of the affairs of the corporation.
These Bylaws may be amended from time to time or repealed pursuant to law.
ARTICLE VIII
REGISTERED OFFICE AND AGENT
---------------------------
The address of this corporation's initial registered office and the name of its
original registered agent at such address is:
Richard J. Lawrence
Suite 1200 Beneficial Life Tower
36 South State Street
Salt Lake City, Utah 84111
<PAGE>
ARTICLE IX
DIRECTORS
---------
The Board of Directors shall consist of not less than "three (3) nor more than
nine (9) members as the Board of Directors may itself from time to time
determine. The names and addresses of persons who are to serve as Directors
until the first meeting of stockholders, or until their successors be elected
and quality are:
Clark Powell 101 East 1st North
Huntington, Utah
Louis W. Selleneit 531 West 3400 South
Bountiful, Utah
John LaMar Hussey Route 1
Price, Utah
Wallace A. Greenfied 263 East 400 North
Centerville, Utah
ARTICLE X
INCORPORATORS
-------------
The name and address of each Incorporator is:
Clark Powell 101 East 1st North
Huntington, Utah
Louis W. Selleneit 531 West 3400 South
Bountiful, Utah
John LaMar Hussey Route 1
Price, Utah
ARTICLE XI
OFFICERS AND DIRECTORS CONTRACTS
--------------------------------
No contract or other transaction between this corporation and any other
corporation shall be affected by the fact that a Director or officer of this
corporation is interested in or is a Director or officer of such other
corporation; and any Director, individually or jointly, may be a party to or may
be interested in any corporation or transaction of this corporation or in which
this corporation is interested; and no contract or other transaction of this
corporation with any person, firm or corporation shall be affected by the fact
that any Director of this corporation is a party to or is interested in such
contract, act or transaction or any way connected with such person, firm or
corporation, and every person who may become a Director of this corporation is
hereby relieved from liability that might otherwise exist from contracting with
the corporation for the benefit of himself or any firm, association or
corporation in which he may be in any way interested, provided said Director
acts in good faith.
DATED this 10th day of May, 1977.
/s/ Clark Powell
---------------------------
CLARK POWELL
/s/ John LaMar Hussey
---------------------------
JOHN LaMAR HUSSEY
STATE OF UTAH )
): ss.
County of Salt Lake )
I, THE UNDERSIGNED, a Notary Public, hereby certify that on the 10th
day of May, 1977, Clark Powell, Louis W. Selleneit, and John LaMar Hussey,
personally appeared before me who being by me first duly sworn severally
declared that they are the persons who signed the foregoing document as
incorporators and that the statements therein contained are true. DATED this
10th day of May, 1977.
/s/ Claudine M. Cable
----------------------------
NOTARY PUBLIC
My Commission expires: Residing at:
January 22, 1980 Bountiful, Utah
<PAGE>
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
COMSTOCK COAL COMPANY, INC.
WE THE UNDERSIGNED, pursuant to the Utah Business Corporation Act,
hereby adopt the following Articles of Amendment as a revision of the Articles
of Incorporation of Comstock Coal Company, Inc.
Article I
---------
The name of the Corporation is Comstock Coal Company, Inc.
Article II
----------
The duration of the Corporation is perpetual.
Article III
-----------
The following amendments to the Articles of Incorporation were adopted
by the Board of Directors. Shareholder approval was not required.
Article IV of the Articles of Incorporation of this Corporation is
amended so that it will read in its entirety as follows:
First: Article IV shall be amended as follows, to-wit:
Article IV
----------
The 995,000 outstanding shares of the Corporation are reverse split on
a basis of 10 for 1, decreasing the presently outstanding shares from 995,000
shares 95,000 shares.
/s/ James Doolin
James Doolin, President
STATE OF UTAH )
): ss
COUNTY OF SALT LAKE )
On the 30th day of APRIL, 1999, personally appeared before me, a Notary
Public, James Doolin, who acknowledged that he is the President of the
Corporation, and that he is authorized to and did execute the above instrument.
/s/ Kathleen L. Morrison
------------------------
NOTARY PUBLIC
<PAGE>
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
COMSTOCK COAL COMPANY, INC.
WE THE UNDERSIGNED, pursuant to the Utah Business Corporation Act,
hereby adopt the following Articles of Amendment as a revision of the Articles
of Incorporation of Comstock Coal Company, Inc.
Article I
---------
The name of the Corporation is Comstock Coal Company, Inc.
Article II
----------
The duration of the Corporation is perpetual.
Article III
-----------
The following amendments to the Articles of Incorporation were adopted
by the Board of Directors. Shareholder approval was not required.
Article IV of the Articles of Incorporation of this Corporation is
amended so that it will read in its entirety as follows:
First: Article IV shall be amended as follows, to-wit:
Article IV
----------
The aggregate number of shares which this corporation shall have
authority to issue is ONE HUNDRED MILLION (100,000,000) shares of par stock with
a par value of $0.0001 per share. All stock of the Corporation shall be of the
same class and shall have the same rights and preferences. Fully paid stock of
this Corporation shall not be liable to any further call of assessment.
/s/ James Doolin
--------------------------
James Doolin, President
STATE OF UTAH )
): ss
COUNTY OF SALT LAKE )
On the 3rd day of August, 1999, personally appeared before me, a Notary
Public, James Doolin, who acknowledged that he is the President of the
Corporation, and that he is authorized to and did execute the above instrument.
/s/ Kathleen L. Morrison
------------------------
NOTARY PUBLIC
