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Exhibit 3.01
739179020 FILED
JUN 28 1989
/S/
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
HI-TECH VENTURE, INC.
The undersigned, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the general corporation laws of the
State of Delaware, does hereby certify as follows:
ARTICLE I
Name
The name of this corporation is Hi-Tech Ventures, Inc.
ARTICLE II
Duration
The duration of this corporation is perpetual.
ARTICLE III
Purpose
The purpose or purposes for which this corporation is organized are:
(a) To engage in any lawful act or activity for which the corporation
may be organized under the general corporation law of Delaware.
(b) To cause to be formed, merged, reorganized or liquidated and to
promote, take charge of an in any way permitted by law the formation, merger,
liquidation or reorganization of any corporation, association or organization
of any kind domestic or foreign and to form, organize, promote, manage,
control and maintain and to dissolve, merge or consolidate one or more
corporations in the stock of other securities of which this corporation may be
or become interested for such purposes as may aid or advance the objects and
purposes of this corporation.
(c) To do each and every thing necessary, suitable or proper for the
accomplishment and in the purpose of the attainment of any one or more of the
subjects hereinafter enumerated or which at any time may appear conductive to
or expedient for the protection or benefit of this corporation and to do said
acts as fully and to the same extent as natural persons might or could to in
any part of the world as principals, agents, partners, trustees or otherwise
either alone or in conjunction with any other person, association or
corporation.
ARTICLE IV
Stock
The Corporation shall have the authority to issue fifty million
(50,000,000) shares of common stock with a par value of $.001 per share, all
stock of the corporation shall be of the same class common and shall have the
same rights and preferences, fully paid stock of this corporation shall not be
liable to any further call or assessment.
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ARTICLE V
Amendment
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 terms and conditions and for such consideration as the
Board of Directors shall determine Shareholders shall not have pre-emptive
rights to acquire unissued shares of the stock of this corporation and
cumulative voting is denied.
ARTICLE VII
Initial Office and Agent
The address of the initial registered office of the corporation and the
name of the corporation's initial registered agent at such address in The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, New
Castle County.
ARTICLE VIII
Incorporators
The name and address of each incorporator is:
Gerald M. Conder
275 East South Temple, Suite 303
Salt Lake City, Utah 84111
John Nielson
395 South 600 East
Salt Lake City, Utah 841111
Richard Nelson
275 East South Temple, Suite 303
Salt Lake City, Utah 84111
ARTICLE IX
Directors
The number of Directors constituting the initial Board of directors of
this corporation is three. The names and addresses of persons who are to
serve as directors until the first annual meeting of stockholders, or until
their successors are elected and qualified are:
C. Eugene Gronning
2522 Alice Drive
West Jordan, Utah 84084
Marcia Gronning
2522 Alice Drive
West Jordan, Utah 84084
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Robert A. Larkins
1136 Birch Circle
Alpine, Utah 84003
ARTICLE X
Common Directors - Transactions 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 or officers are financially interested,
shall be either void or voidable because of such relation or interest, or
because such director or 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 because his or 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 this contract or transaction by vote or consent sufficient for the
purpose without counting the votes or consents of such interested directors;
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 or Directors or committee thereof which
authorizes, approves or ratifies such contract or transaction.
DATED this 26th day of June, 1989
/S/Gerald M. Condor
/S/John Nielson
/S/Richard Nelson
STATE OF UTAH )
)SS
COUNTY OF SALT LAKE)
I hereby certify that on the 26th day of June, 1989, personally appeared
before me Gerald M. Conder, John Nielson, and Richard Nelson who, being by me
first duly sworn, severally declared that they are the incorporators and that
the statements therein contained are true.
DATED this 26th day of June, 1989.
/S/Mindy Larsen
NOTARY PUBLIC
Residing in: Salt Lake City
NOTARY PUBLIC
My Commission Expires: MY
5-16-92 COMMISSION RECEIVED FOR RECORD
------- EXPIRES 5-16-92 JUL 06 1989
MINDY LARSEN WILLIAM M. HONEY,RECORDER
275 East South Temple
#308
Salt Lake City, Utah
84111
STATE OF UTAH
