<PAGE> 1
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
SEFCO, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned incorporator, being a natural person of the age of
eighteen (18) years or more, and desiring to form a corporation under the laws
of the State of Colorado, does hereby sign, verify and deliver in duplicate to
the Secretary of State of the State of Colorado these ARTICLES OF INCORPORATION.
ARTICLE I
NAME
The name of the corporation shall be SEFCO, INC.
ARTICLE II
PERIOD OF DURATION
This corporation shall exist perpetually unless dissolved according to law.
ARTICLE III
PURPOSE
The purpose for which this corporation is organized is to transact any
lawful business or businesses for which corporations may be incorporated
pursuant to the Colorado Corporation Code.
ARTICLE IV
CAPITAL
The aggregate number of shares which this corporation shall have the
authority to issue is One Hundred Million (100,000,000) shares, with a par
value of $0.001 per share, which shares shall be designated common stock. No
share shall be issued until it has been paid for, and it shall thereafter be
nonassessable. The corporation may also issue up to 40,000,000 shares of
non-voting preferred stock at a par value of $.001 per share. The preferred
stock of the Corporation shall be issued in one or more series as may be
determined from time to time by the Board of Directors. In establishing a
series, the Board of Directors shall give to it a distinctive designation so as
to distinguish it from the
<PAGE> 2
shares of all other series and classes, shall fix the number of shares in such
series, and the preferences, rights and restrictions thereof. All shares of
any one series shall be alike in every particular. All series shall be alike
except that there may be variation as to the following: (1) the rate of
dividend; (2) the price at and the terms and conditions on which shares shall
be redeemed; (3) the amount payable upon shares in the event of involuntary
liquidation; (4) the amount payable upon shares in the event of voluntary
liquidation; (5) sinking fund provisions for the redemption of shares; and (6)
the terms and conditions on which shares may be converted if the shares of any
series are issued with the privilege of conversion.
ARTICLE V
PREEMPTIVE RIGHTS
A shareholder of the corporation shall not be entitled to a preemptive
right to purchase, subscribe for, or otherwise acquire any unissued or treasury
shares of stock of the corporation, or any options or warrants to purchase,
subscribe for or otherwise acquire any such unissued or treasury shares, or any
shares, bonds, notes, debentures, or other securities convertible into or
carrying options or warrants to purchase, subscribe for or otherwise acquire
any such unissued or treasury shares.
ARTICLE VI
CUMULATIVE VOTING
The shareholders shall not be entitled to cumulative voting.
ARTICLE VII
SHARE TRANSFER RESTRICTIONS
The corporation shall have the right to impose restrictions upon the
transfer of any of its authorized shares or any interest therein. The board of
directors is hereby authorized on behalf of the corporation to exercise the
corporation's right to so impose such restrictions.
-2-
<PAGE> 3
ARTICLE VIII
REGISTERED OFFICE AND AGENT
The initial registered office of the corporation shall be at 425 Roxbury
Circle, Colorado Springs, CO 80906, and the name of the initial registered
agent at such address is Elizabeth Rasmussen. Either the registered office or
the registered agent may be changed in the manner provided by law.
ARTICLE IX
INITIAL BOARD OF DIRECTORS
The initial board of directors of the corporation shall consist of three
(3) directors, and the names and addresses of the persons who shall serve as
director until the first annual meeting of shareholders or until their
successors are elected and shall qualify are:
Elizabeth Rasmussen, 425 Roxbury Circle, Colorado Springs, CO 80906
William Lee Sefton, 2011 St. George Road, San Ramon, CA 94583
Russell G. Davis, 7 Lucille Way, Orinda, CA 94563
The number of directors shall be fixed in accordance with the bylaws.
ARTICLE X
INDEMNIFICATION
Subject to all of the rights of indemnification granted by the Colorado
Corporation Code as it may be amended from time to time;
1. The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that he is or was a director, officer, employee, fiduciary or agent of the
corporation as a director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorney fees), judgments, fines, and amounts paid in
-3-
<PAGE> 4
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent shall not of itself create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in the best
interests of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was unlawful.
2. The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee, or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorney fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in the best interests of the
corporation; but no indemnification shall be made in respect of any claim,
issue, or matter as to which such person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication of
liability, in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which such court deems
proper.
3. To the extent that a director, officer, employee, fiduciary or agent of
a corporation has been successful on the merits in defense of any action, suit,
or proceeding referred to in (A) or (B) of this Article X or in defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
(including attorney fees) actually and reasonably incurred by him in connection
therewith.
4. Any indemnification under 1 or 2 of this Article (unless ordered by a
court) and as distinguished from 3 of this Article shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, fiduciary or agent is
proper in the circumstances because he has met
-4-
<PAGE> 5
the applicable standard of conduct set forth in 1 or 2 above. Such
determination shall be made by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit, or
proceeding, or, if such a quorum is not obtainable or, even if obtainable, if a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or by the shareholders.
5. Expenses (including attorney fees) incurred in defending a civil or
criminal action, suit, or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit, or proceeding as authorized in 3
or 4 of this Article upon receipt of an undertaking by or on behalf of the
director, officer, employee, fiduciary or agent to repay such amount unless it
is ultimately determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
6. The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, and any procedure provided for by any of the foregoing, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee, fiduciary or agent and shall inure to the benefit
of heirs, executors, and administrators of such a person.
7. The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, fiduciary or agent of the
corporation or who is or was serving at the request of the corporation as a
director, officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under provisions of this Article.
ARTICLE XI
TRANSACTIONS WITH INTERESTED DIRECTORS
No contract or other transaction between the corporation and one (1) or
more of its directors or any other corporation, firm, association, or entity in
which one (1) or more of its directors are directors or officers are
financially interested shall be either void or voidable solely because of such
relationship or interest, or solely
-5-
<PAGE> 6
because such directors are present at the meeting of the board of directors or
a committee thereof which authorizes, approves, or ratifies such contract or
transaction, or solely because their votes are counted for such purpose if:
(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 a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors.
(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 a committee thereof which
authorizes, approves, or ratifies such contract or transaction.
The officer, 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
officer, director 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 rights 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 of
management) from any duties which he may have to this Corporation.
-6-
<PAGE> 7
ARTICLE XII
VOTING OF SHAREHOLDERS
With respect to any action to be taken by shareholders of this corporation,
a vote or concurrence of the holders of a majority of the outstanding shares of
the shares entitled to vote thereon, or of any class or series shall be
required.
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator is as follows:
Roger V. Davidson, 1401 Walnut St., Suite 200, Boulder, CO 80302
IN WITNESS WHEREOF, the above named incorporator signed these ARTICLES OF
INCORPORATION on May 26, 1987.
/s/ ROGER V. DAVIDSON
-----------------------------
Roger V. Davidson
STATE OF COLORADO )
) ss.
COUNTY OF BOULDER )
I, the undersigned, a notary public, hereby certify that on May 26, 1987,
the above named incorporator personally appeared before me and being by me first
duly sworn declared that he is the person who signed the foregoing document as
incorporator, and that the statements therein contained are true.
WITNESS my hand and official seal.
/s/ SUSAN L. CLINE
-----------------------------
Notary Public
[NOTARY STAMP]
10-27-90
-----------------------------
My Commission expires
-7-
