ARTICLES OF INCORPORATION
OF
U.S. CRUDE, LTD.
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ARTICLE I
NAME
The name of the Corporation is U.S. Crude, Ltd.
ARTICLE II
PURPOSES
The Corporation is authorized to issue two classes of shares of stock
to be designated as "Preferred" and "Common," respectively; the total number of
shares that may be issued by this Corporation is 25,000,000 shares without
nominal or par value, 5,000,000 shares to be preferred shares and 20,000,000 to
be common shares.
The Board of Directors may determine or alter the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued class
of preferred shares.
The rights of holders or Common shares to receive dividends or shares
in the distribution of assets in the event of liquidation, dissolution or
winding up of the affairs of the Corporation shall be subject to the
preferences, limitations and relative rights of the Preferred shares fixed in
the resolution or resolutions which may be adopted from time by the Board of
Directors of the Corporation providing for the issuance of the Preferred Shares.
The holders of the Common Shares shall be entitled to one vote for each
Common Share held by them of record at the time for determining the holders
thereof entitled to vote.
ARTICLE IV
INITIAL AGENT FOR SERVICE OF PROCESS
The initial agent for service of process for the Corporation is Marcus
Luna and the address of the agent is 2311 Fourth Street, #221, Santa Monica, CA
90405.
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ARTICLE V
LIMITATION OF DIRECTOR'S LIABILITY
The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
The Corporation is expressly authorized to indemnify any "agent" of the
Corporation, as that term is defined in section 317(a) of California General
Corporation Law, to the fullest extent permissible under California law.
ARTICLE VII
CORPORATE OPPORTUNITY
The officers, directors and other members of management of this
Corporation shall be subject to the doctrine of "corporate opportunities" only
insofar as it applies to business opportunities in which this Corporation has
expressed an interest as determined from time to time by this Corporation's
Board of Directors as evidenced by resolutions appearing in the Corporation's
minutes. Once such areas of interest are delineated, all such business
opportunities within such areas of interest which come to the attention of the
officers, directors, and other members of management of this Corporation shall
be disclosed promptly to this corporation and made available to it. The Board of
Directors may reject any business opportunity presented to it and thereafter any
officers, directors or other member of management may avail himself of such
opportunity. Until such time as this Corporation, through its Board of
Directors, has designated an area of interest, the officers, directors and other
members of management of this Corporation shall be free to engage in such areas
of interest on their own and this doctrine shall not limit the right of any
officer, director or other member of management of this Corporation to continue
a business existing prior to the time that such area of interest is designated
by the corporation. This provision shall not be construed to release any
employee of this corporation (other than an officer, director or member or
management) from any duties which he may have to this corporation.
IN WITNESS WHEREOF, the undersigned has signed and acknowledged these
Articles of Incorporation this 21ST day of May, 1996.
/s/Douglas P. Vining
Douglas P. Vining, Incorporator
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