ARTICLES OF INCORPORATION
OF
NOSTROMO CONSTRUCTION CORPORATION.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a Corporation under and persuant to the laws
of the State of Nevada, and we do hereby certify:
I
That the name of the corporation is:
NOSTROMO CONSTRUCTION COMPANY
II
The principal office and place of business of this Corporation shall be
located at 720 South Fourth Street, Suite 200, Las Vegas, County of Clark, State
of Nevada.
Offices for the transaction of any business of the Corporation, and where
meetings of the board of directors and of the shareholders may be held, may be
established and maintained in any other part of the State of Nevada, or in any
other state, territory or possession of the United States of America, or in any
foreign country.
III
The nature of the business and objects and purposes proposed to be
transacted, promoted or carried on by the Corporation are:
(a) To engage in any lawful activity.
IV
The members of the governing board of the Corporation shall be styled
directors, and the number thereof shall not be less than three (3), except that,
in cases where all the shares of the Corporation are owned beneficially and of
record by either one or two shareholders, the number of directors may be less
than three (3) but not less than the number of shareholders. Directors need not
be shareholders, but shall be of full age and at least one shall be a citizen of
the United States. The names and addresses of the first board of directors,
which shall consist of three (3) persons and who shall hold office until their
successors are duly elected and qualified is:
Name Post Office Address
---- -------------------
Kathe Stone 4610 Welter Avenue
Las Vegas, Nevada 89104
Nancy Stewart 3940 Algonquin, #112
Las Vegas, Nevada 89119
Kristy Kehr 1625 Cordoba Lane, #D
Las Vegas, Nevada 89108
V
A. This corporation is authorized to issue 2,500 shares of capital stock at
$.01 par value.
B. Stock of this Corporation shall not be subject to assessment.
C. Shareholders shall have preemptive rights.
VI
This Corporation shall have perpetual existence.
VII
The names and addresses of the incorporators signing these Articles of
Incorporation are as follows:
Name Post Office Address
---- -------------------
Kathe Stone 4610 Welter Avenue
Las Vegas, Nevada 89104
Nancy Stewart 3940 Algonquin, #112
Las Vegas, Nevada 89119
Kristy Kehr 1625 Cordoba Lane, #D
Las Vegas, Nevada 89108
IN WITNESS WHEREOF, the undersigned incorporators have executed these
Articles of Incorporation this 10th day of December, 1985.
/s/ Kathe Stone
--------------------
KATHE STONE
/s/ Nancy Stewart
--------------------
NANCY STEWART
/s/ Kristy Kehr
--------------------
KRISTY KEHR
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
On this 10th day of December, 1985, before me, the undersigned, a notary
public in and for the County of Clark, State of Nevada, personally appeared
Kathe Stone, Nancy Stewart and Kristy Kehr, and for themselves, duly
acknowledged to me that they are persons named in and who executed the above and
foregoing instrument and that they executed the same voluntarily and for the
uses and purposes therein mentioned.
/s/ Carole Bambacus
--------------------
CAROLE BAMBACUS
NOTARY PUBLIC
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF GOLDEN HOLE, INC.
We the undersigned, Robert Blakely, President and Christine Blakely,
Secretary of Golden Hole, Inc., do hereby certify: that the Board of Directors
of said corporation at a meeting duly convened, held on the 15th day of
August, 1998 adopted a resolution to amend the original articles as follows:
Article one which presently reads as follows:
ARTICLE FIRST
Corporate Name
The name of the corporation is:
NOSTROMO CONSTRUCTION CORPORATION
Is hereby amended to read as follows:
ARTICLE FIRST
Corporate Name
The name of the corporation is:
Golden Hole, Inc.
Article four which presently reads as follows:
ARTICLE FOUR
Directors
The members of the governing board of the Corporation shall be styled
directors, and the number thereof shall not be less than three (3), except that,
in cases where all the shares of the Corporation are owned beneficially and of
record by either one or two shareholders, the number of directors may be less
than three (3) but not less than the number of shareholders. Directors need not
be shareholders, but shall be of full age and at least one shall be a citizen of
the United States. The names and addresses of the first board of directors,
which shall consist of three (3) persons and who shall hold office until their
successors are duly elected and qualified is:
Name Post Office Address
---- -------------------
Kathe Stone 4610 Welter Avenue
Las Vegas, Nevada 89104
Nancy Stewart 3940 Algonquin, #112
Las Vegas, Nevada 89119
Kristy Kehr 1625 Cordoba Lane, #D
Las Vegas, Nevada 89108
Is hereby amended to read as follows:
Directors
The Directors are hereby granted the authority to do any act on behalf of
the Corporation as may be allow by law. Any action taken in good faith, shall be
deemed appropriate and in each instance where the Business Corporation Act
provides that the Director may act in certain instances where the Articles of
Incorporation so authorize, such action by the Directors, shall be deemed to
exist in these Articles and the authority granted by said Act shall be imputed
hereto without the same specifically having been enumerated herein.
The Board of Directors may consist of from one (1) to nine (9) directors,
as determined, from time to time, by the then existing Board of Directors.
Article five which presently reads as follows:
ARTICLE FIVE
Stock
A. This corporation is authorized to issue 2,500 shares of capital stock at
$.01 par value.
B. Stock of this Corporation shall not be subject to assessment.
C. Shareholders shall have preemptive rights.
Is hereby amended to read as follows:
The total authorized capital stock of the Corporation is 1000,000,000
shares of Common Stock, with a par value of $0.001 (1 mil). All stock when
issued shall be deemed fully paid and non-assessable. No cumulative voting, on
any matter to which Stockholders shall be entitled to vote, shall be allowed for
any purpose.
The authorized 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, from time to time, determine. Shareholders shall not have preemptive
rights to acquire unissued shares of the stock of this Corporation.
THE FOLLOWING NEW ARTICLES ARE HEREBY ADOPTED
---------------------------------------------
ARTICLE EIGHT
COMMON DIRECTORS
As provide[d] by Nevada Revised Statutes 78.140, without repeating the
section in full here, the same is adopted and no contract or other transaction
between this Corporation and any of its officers, agents or directors shall be
deemed void or voidable solely for that reason. The balance of the provisions of
the code section cited, as it now exists, allowing such transactions, is hereby
incorporated in this Article as though more fully set-forth, and such Article
shall be read and interpreted to provide the greatest latitude in its
application.
ARTICLE NINE
LIABILITY OF DIRECTORS AND OFFICERS
No Director, Officer or Agent, to include counsel, shall be personally
liable to the Corporation or its Stockholder for monetary damage for any breach
shall be presumed that in accepting the position as an Officer, Director, Agent
or Counsel, said individual relied upon and acted in reliance upon the terms and
protections provided for by this Article. Notwithstanding the foregoing
sentences, a person specifically covered by this Article, shall be liable to the
extent provided by applicable law, for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or for the payment
of dividends in violation of NRS 78.300.
ARTICLE TEN
ELECTION REGARDING NRS 78.378 - 78.3793 AND 78.411 - 78.444
This corporation shall NOT be governed by nor shall the provisions of NRS
78.378 through and including 78.3793 and NRS 78.411 through and including 78.444
in any way whatsoever affect the management, operation or be applied in this
Corporation. This Article may only be amended by a majority vote of not less
than 90% of the then issued and outstanding shares of the Corporation. A quorum
of outstanding shares for voting on an Amendment to this article shall not be
met unless 95% or more of the issued and outstanding shares are present at a
properly called and noticed meeting of the Stockholders. The super-majority
set-forth in this Article only applies to any attempted amendment to this
Article.
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 465,000; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Robert Blakely
-------------------------------
ROBERT BLAKELY, PRESIDENT
/s/ Christine Blakely
-------------------------------
CHRISTINE BLAKELY, Secretary / Treasurer
State of Utah
County of Salt Lake
On November 23, 1998, personally appeared before me, a Notary Public,
Robert Blakely and Christine Blakely who acknowledged that they executed the
above instrument.
/s/ Jackie Long
-------------------------------
Notary Public
