Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
DEL ENTERPRISES, INC.
The undersigned, a natural personal being more than eighteen years of age,
acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the state of Delaware, does hereby adopt the
following Articles of Incorporation for such corporation:
ARTICLE I
Name. The name of the corporation is Del Enterprises, Inc.
ARTICLE II
Duration. The duration of the corporation is perpetual.
ARTICLE III
Purpose. The purpose for which this corporation is organized is to
transact or engage in any lawful business or activity, r to promote or conduct
any legitimate object or purpose, under and subject to the laws of the state of
Delaware, or any other state or nation wherein this corporation shall be
authorized to transact business.
ARTICLE IV
Capitalization
Section 1. The stock of the corporation is of one class, namely common
stock in the amount of fifty million (50,000,000) shares of the par value of
$.001 each. There shall be no cumulative voting by shareholders. Each holder of
the common stock shall be entitled to one vote for each share of common stock
standing in his name on the books of the Corporation.
Section 2. Except as may otherwise be provided by the Board of Directors,
the shareholders shall have no pre-emptive rights to acquire any shares of this
corporation.
Section 3. The stock of the corporation, after the amount of the
subscription price has been paid in, shall not be subject to assessment to pay
the debts of the corporation. The common stock shall be issued for each
consideration as shall be fixed from time to time by the Board of Directors. In
the absence of fraud, the judgment of the Board of Directors as to the value of
any property for shares shall be conclusive.
ARTICLE V
Registered Office. The address of the registered office of the corporation
in the state of Delaware is 1209 Orange Street, in the city of Wilmington,
country of New Castle. The registered agent in charge thereof at such address is
The Corporation Trust Company. The corporation may maintain such of the offices,
either within or out of the state of Delaware, as the board of directors may
from time to time determine or the business of the corporation may require.
ARTICLE VI
Directors. The corporation shall be governed by a board of directors and
shall have not less than one (1) nor more than seven (7) directors as
determined, from time to time, b the board of directors. The original board of
directors shall be comprised of three (3) persons. The names and mail addresses
of the persons who are to serve as
<PAGE>
directors until the first annual meeting of shareholders and until their
successors are elected and shall qualify are as follows:
F. Doug Murrell 3800 Hudson Bend Road
Austin, TX 78734
Donald L. Gillespie 3800 Hudson Bend Road
Austin, TX 78734
Oren Childers 3105 East Reno Street
Oklahoma City, OK 73117
Margaret Childers 3105 East Reno Street
Oklahoma City, OK 73117
ARTICLE VII
Indemnification. As the board of directors may from time to time provide
in the By-laws or by resolution, the corporation may indemnify its officers,
directors, agents and other persons to the full extent permitted by the laws of
the state of Delaware.
ARTICLE VIII
Limitation o Liability
Section 1. A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Section 2. Any repeal or modification of the foregoing paragraph by the
stockholders 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 IX
Incorporator. The powers of the incorporator shall terminate upon the
filing of this certificate of incorporation. The name and mailing address of
the incorporator is:
Ronald N. Vance 357 South 200 East, Suite 300
Salt Lake City, UT 84111
ARTICLE X
By-Laws. The directors shall have the power to make and to alter or amend
the by-laws of the corporation.
Dated this 19th day of October, 1989.
/s/ Ronald N. Vance
Ronald N. Vance
<PAGE>
State of Utah }
} ss.
County of Salt Lake }
Be it remembered, that on this 19th day of October, 1989, personally
appeared before me , a Notary Public, Ronald N. Vance, party to the foregoing
certificate of incorporation, known to me personally to be such, and I having
first made known to him the contents of said certificate, he did acknowledge
that he signed, sealed and delivered the same as his voluntary act and deed, and
deposed that the facts therein stated were truly set forth.
Given under my hand and seal of office the day and year aforesaid.
[Notary Seal] /s/ Sally Richardson
Notary Public
Exp: 3-10-91
