ARTICLES OF INCORPORATION
OF
PROLOGUE
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 - NAME
The name of this corporation is Prologue.
ARTICLE II - DURATION
The duration of this corporation is perpetual.
ARTICLE III - PURPOSES
The purpose or purposes for which this corporation is
organized are:
a. To engage in exploration, drilling and production on
petroleum properties.
b. To purchase, buy, sell, exchange, produce, manufacture,
process, market, export, import, handle, store, distribute,
and otherwise generally deal in any and all articles of all
kinds to establish, construct, maintain, conduct and operate
wholesale and retail outlets of any and all kinds, nature,
and descriptions.
c. To establish, construct, maintain, conduct, and operate
wholesale and retail outlets of all kinds, including
petroleum outlets of every kind, nature, and description;
to purchase, buy, sell, exchange, produce, manufacture,
process market, export, import, handle, store, distribute,
and otherwise generally deal in any and all articles and
petroleum products of all kinds.
d. To acquire by purchase, lease, or otherwise; to hold, own,
deal in, and otherwise manage and operate, to sell, transfer,
rent, lease, mortgage, pledge, and otherwise dispose of or
encumber any and all classes or property whatsoever, whether
real or personal, or any interest therein, as principal,
agent, or broker.
e. To acquire by purchase, assignment, grant, license, or
otherwise, to apply for, secure, lease or in any manner
obtain to develop, hold, own, use, exploit, operate, enjoy
and introduce, rights of all kinds in respect of, or
otherwise dispose of to secure to it the payment of agreed
royalties or other consideration, and generally to deal in
and with and turn to account for any or all purposes, either
for itself or as nominee or agent for others:
(1) Any and all inventions, devices, processes, discoveries,
and formulas, and improvements and modifications thereof
and rights and interest therein;
(2) Any and all letters patent or applications for letters
patent of the United States of America or any other
country, state, or locality, and privileges connected
therewith or incidental or appertaining thereto;
(3) Any and all copyrights granted by the United States or
any other country, state, locality, or authority, and
any and all rights, interest, and privileges connected
therewith or appertaining thereto; and
(4) Any and all trademarks, trade names, trade symbols,
labels,designs and other indicates of origin and
ownership granted by or recognized under the laws or
the United States of America or any other country,
state, locality, or authority connected therewith
or incidental or appertaining thereto, and
f. To acquire by purchase, subscription, or otherwise, and to
receive, hold, own, guarantee, sell, assign, transfer,
mortgage, pledge, or otherwise dispose of or deal in and with
any of the shares of the capital stock, or any voting trust
certificates in respect of the shares of capital stock, script,
warrants, rights, bonds, debentures, notes, trust receipts, and
other securities, obligations, chooses in action, and evidences
of indebtedness or interest issued or created by any
corporations, joint stock companies, syndicates, associations,
firms, trusts or persons, public or private, or by the
government, or by any state, territory, province, municipality,
or other political subdivision or by any government agency, and
as owner thereof to possess and exercise all the rights, powers,
and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and
things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.
g. To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, and the good will, rights, assets and
property, and to undertake or assume the whole or any part of the
obligations or liabilities of any person, firm association or
corporation.
h. To borrow or raise monies for any of the purposes of the
corporation and, from time to time without limit as to amount, to
draw, make, accept, endorse, execute, and issue promissory notes,
drafts, bills of exchange, warrants, bonds, debentures, and
other negotiable or nonnegotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof or
the interest thereon by mortgage upon, or pledge, conveyance, or
assignment in trust of the whole or any part of the property of
the corporation, whether at the time owned or thereafter acquired,
and to sell, pledge, or otherwise dispose of such bonds or other
obligations of the corporation for its corporate purposes.
i. To loan to any person, firm or corporation any of its surplus
funds, either with or without security.
j. To purchase, hold, sell, and transfer the shares of its own
capital stock; provided it shall not use its funds or property
for the purchase of its own shares of capital stock when such use
would cause any impairment of its capital except as otherwise
permitted by law, and provided further that shares of its own
capital stock belonging to it shall not be voted upon directly or
indirectly.
k. To have one or more offices, to carry on all of, or any of
its operations and business and without restriction or limit as
to amount, to purchase or otherwise restriction or limit as to
amount, to purchase or otherwise acquire, hold, own, mortgage,
sell, convey, or otherwise dispose of, real and personal property
of every class and description in any of the states, districts,
or territories of the United States, in any and all foreign
countries subject to the laws of such state, district, territory,
or country.
l. To enter into joint venture and partnerships with
individuals, associations and/or other corporations.
m. In general to do any and all things that are incidental and
conductive to the attainment of any above object and purpose, to
the same extent as natural persons might or could do, which now
or hereafter may be authorized by the laws of the United States
and the State of Utah, as the Board of Directors may deem to the
advantage of the corporation.
ARTICLE IV - STOCK
The aggregate number of shares which this corporation shall have
authority to issue is 50,000,000 shares of $0.001 par. All stock of the
corporation shall be of the same class, common, and shall have the same rights
and preference. Fully paid stock of this corporation shall not be liable to
any further call or assessment.
ARTICLE V - AMMENDMENT
These Articles of Incorporation may be amended by the affirmative
vote of a majority of the shares entitled to vote on each such amendment.
ARTICLE VI - SHAREHOLDER RIGHTS
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
rightsto acquire unissued shares of the stock of this corporation.
ARTICLE VII - CAPITALIZATION
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 VIII - INITIAL OFFICE AND AGENT
The address of this corporation's initial registered office and the
name of its original registered agent at such address is:
STANLEY S. ADAMS
50 West Broadway, Suite 900
Salt Lake City, UT 84101
ARTICLE IX - DIRECTORS
The number of Directors constituting the initial Board of Directors
of this corporation is three. The name and addresses of persons who are to
serve as Directors until the first annual meeting of stockholders, or until
their successors are elected and qualify, are:
NAME, STREET ADDRESS, CITY AND STATE:
1. William Leslie Bailey, 1970 Emigration Canyon, S.L.C., UT
84108
2. Thomas R. Bertoch, 3326 Elgin Drive, S.L.C., UT 84109
3. Marilyn R. Furlong, 3340 East Del Verde, S.L.C., 84109
ARTICLE X - INCORPORATORS
The name and address of each Incorporator is:
NAME, STREET ADDRESS, CITY AND STATE:
1. William Leslie Baily, 1970 Emigration Canyon , S.L.C., UT
84108
2. Thomas R. Bertoch, 3326 Elgin Drive, S.L.C., UT 84109
3. Marilyn R. Furlong, 3340 East Del Verde, S.L.C., UT 84109
ARTICLE XI
COMMON DIRECTORS - TRANSACTION BETWEEN CORPORATIONS
No contract or other transaction between this
corporation and one or more of its Directors or any other
corporation, firm, association or entity in which one or more of
its Directors are directors or officers or are financially
interested, shall be either void or voidable because of such
relationship or interest, or because such Director or Directors
are present at the meeting of the Board of Directors, or
committee thereof which authorizes, approves or ratifies such
contract or transaction or because his or their votes are counted
for such purpose I: (a) the fact of such relationship or interest
is disclosed or known to the Board of Directors or committee
which authorizes, approves or ratifies the contract or
transaction by vote or consent sufficient for the purpose without
counting the votes or consents of such interest Director; or (b)
the fact of such relationship or interest is disclosed or known
to the shareholders entitled to vote and they authorize, approve
or ratify such contract or transaction by vote or written
consent; or (c) the contract or transaction is fair and
reasonable to the corporation.
Common or interested Directors may be counted
in determining the presence of a quorum at a meeting of the Board
of Directors or committee thereof which authorizes, approves or
ratifies such contract or transaction.
ARTIVLE XII - INDEMNIFICATION
Any person made a party or involved in any
civil, criminal, or administrative action, suit, or proceeding by
reason of the fact that he or his testator or intestate is or was
a director, officer, or employee of the corporation, or of any
corporation which he, the testator, or intestate served as such
at the request of the corporation shall be indemnified by the
corporation against expenses reasonably incurred by him or
imposed on him in connection with or resulting from the defense
of such action, suit, or proceeding and in connection with or
resulting from any appeal therein, except with respect to matters
as to which it is adjudged in such action, suit or proceeding
that such officer, director or employee was liable to the
corporation, or to such other corporation, for negligence or
misconduct in the performance of his duty. As used herein, the
term "expense" shall include all obligations incurred by such
person for the payment of money, including without limitation
attorney's fees, judgments, awards, fines, penalties, and amounts
paid in satisfaction of judgment or in settlement of any such
action, suit or proceeding, except amounts paid to the
corporation or such other corporation by him. A judgment or
conviction whether based on a plea of guilty or nolocontendre or
its equivalent or after trial shall not of itself by deemed an
adjudication that such director, officer, or employee is liable
to the corporation, or such other corporations, for negligence of
misconduct in the performance of his duties. Determination of
the rights of such indemnification and the amount thereof may be
made at the option of the person to be indemnified pursuant to
procedure set forth from time to time in the By-Laws or by any of
the following procedures:
a. Order of the court or administrative body or agency having
jurisdication of the action, suit or proceeding;
b. Resolution adopted by a majority of the quorum of Board of
Directors of the corporation without counting in such majority as
quorum any directors who have incurred expenses in connection
with such action, suit, or proceeding;
c. If there is no quorum of directors who have not incurred
expenses in connection with such action, suit, or proceeding,
then by resolution adopted by a majority of the committee of
stockholders and directors who have not incurred such expenses
appointed by the Board of Directors;
d. Resolution adopted by a majority of the quorum of the
Directors entitled to vote at any meeting; or
e. Order of any court having jurisdiction over the corporation.
Any such determination that a payment by way of indemnity
should be made will be binding upon the corporation, such right
of indemnification shall not be exclusive of any other right,
which such directors, officers, and employees of the corporation
and the other persons above-mentioned may have or hereafter
acquire and, without limiting the generality of such statement,
they shall be entitled to their respective rights of
indemnification under By-Laws, Agreement, vote of stockholder,
provision of law, or otherwise as well as their rights under
this article. The provisions of this article shall apply to
any member of any committee appointed by the Board of
Directors as fully as though such persons had been a director,
officer, or employee of the corporation.
DATED this _______day of __________________, 1982.
/s/William Leslie Bailey
/s/Thomas R. Bertoch
/s/Marilyn R. Furlong
(SIGNATURES OF INCORPORATORS)
STATE OF UTAH )
: ss
COUNTY OF SALT LAKE )
I, __________________________, a Notary Public, hereby
certify that on the ________ day of
__________________, 1982, William Leslie Bailey, Thomas R.
Bertoch, and Marilyn R. Furlong 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 ________ day of ____________, 1982,
________________________________
NOTARY PUBLIC
Salt Lake County, Utah
My commission expires:
___________________
