ARTICLES OF INCORPORATION
OF
PINE BIRD MINING & MILLING, INC.
We, the undersigned natural persons of the age of twenty-one years or
more, acting as incorporator of a corporation under the Utah Business
Corporation Act, (hereinafter called the "Act"), adopt the following
Articles of Incorporation for such corporation.
ARTICLE I
NAME
The name of the corporation (hereinafter called the "Corporation"), is
PINE BIRD MINING & MILLING, INC.
ARTICLE II
PERIOD OF DURATION
The period of duration of the Corporation shall be perpetual.
ARTICLE III
PURPOSE
The nature and business of the Corporation shall be the purchasing,
sale, holding, leasing, development and promotions of mining properties;
the mining dealing with ore, minerals, materials of all types, with all
powers necessary or incident thereto, including but not limited to the
following, to-wit:
(a) To enter into, make, and perform contracts of every sort and
description to effectuate the objects of the Corporation.
(b) To issue shares of its capital stock as authorized for cash,
property, either real, personal or mixed, leases, or for any combination of
the foregoing.
(c) To conduct its business in all or any of its branches in the
state of Utah and in any and all other states and territories of the United
States or elsewhere in the world.
(d) To perform any other acts and do all things that may be necessary
or convenient to the attainment of the purposes of this Corporation to the
same extent as natural persons lawfully might or could do insofar as such
acts or things are permitted to be done by corporations organized under the
Business Corporation Act of the State of Utah.
The particular specifications of objects, powers and purposes herein
shall not be in limitation but rather in furtherance of the powers granted
the Corporation under the laws of the State of Utah.
ARTICLE IV
AUTHORIZED SHARES
This Corporation shall be authorized to issue one class of common
voting stock. The total authorized capital of this Corporation shall be
$50,000.00 divided into 5,000,000 shares of a par value of $0.01 per share
common voting stock.
ARTICLE V
PRE-EMPTIVE VOTING RIGHTS
The shareholders of this Corporation shall have pre-emptive rights.
ARTICLE VI
COMMENCEMENT OF BUSINESS
This Corporation shall not commence business until at least One
Thousand ($1,000.00) Dollars has been received by the Corporation as
consideration for the issuance of shares of common voting stock.
ARTICLE VII
VOTING OF SHARES
Each outstanding share of the common stock of the Corporation shall be
entitled to one vote on each matter submitted to a vote at a meeting of the
stockholders. At each election for directors, every shareholder entitled
to vote at such election shall have the right to vote in person or by proxy
the number of shares owned by him or it for as many persons as there are
directors to be elected, and for whose election he or it has a right to
vote, but the shareholders shall have no right to accumulate his or its
votes with regard to such election and cumulative voting is hereby
specifically denied.
ARTICLE VIII
PROVISIONS FOR REGULATION OF THE
INTERNAL AFFAIRS OF THE CORPORATION
Section 1: Meetings of Shareholders. All meetings of the
shareholders of the Corporation shall be held at such place, either within
or without the State of Utah, as may be provided in the Bylaws of the
Corporation. In the absence of any such provision, all such meetings shall
be held at the registered office of the Corporation.
Section 2: Quorum of Shareholders. Unless otherwise provided in the
Act of other applicable law, a majority of the shares of the common stock
of the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the shareholders of the
Corporation.
Section 3: Meetings of Directors. Meetings of the Board of
Directors of the Corporation, whether regular or special, may be held
either within or without the State of Utah, and upon such notice as may be
prescribed in the Bylaws of the Corporation.
Section 4: Quorum of Directors. The number of Directors of the
Corporation which shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors shall be fixed in the Bylaws of
the Corporation.
Section 5: Designation of the Committees by the Board of Directors.
The Board of Directors may, by a resolution or resolutions passed by a
majority of the whole Board, designate a committee or committees consisting
of not less than three (3) directors, which committee or committees, to the
extent provided in such resolution or resolutions, shall have and may
exercise all the authority so provided, but the designations of such
committees and the delegation thereto for such authority shall not operate
to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or by him by law.
Section 6: Bylaws of the Corporation. The initial Bylaws of the
Corporation shall be adopted by its Board of Directors; thereafter, unless
otherwise provided in the Act, Bylaws of the Corporation may be adopted,
amended or repealed, either by the shareholders or by the Board of
Directors, except that (a) no Bylaws adopted or amended by the shareholders
shall be altered or repealed by the Board of Directors, and (b) no Bylaws
shall be adopted by the Directors which shall require more than a majority
of the shareholders for a quorum at a meeting of the shareholders of the
Corporation, or more than a majority of the votes cast to constitute action
by the shareholders, except where higher percentages are required by law.
The Bylaws may contain any provisions for the regulation and management of
the affairs of the Corporation not inconsistent with the Act, other
applicable laws, and these Articles of Incorporation.
Section 7: Vacancy in the Board of Directors. Any vacancy
occurring in the Board of Directors may be filled by affirmative vote of
majority of the remaining directors, though less than a quorum of the Board
of Directors. A director elected to fill a vacancy shall be elected for
the unexpired term of this predecessor in office. Any directorship to be
filled by reason of an increase in the number of directors shall also be
filled by the Board of Directors, such appointment to be until the next
annual meeting or a special meeting of the shareholders called for the
purpose of electing a director to the office so created.
Section 8: Shareholders of Record. The name and address of each
shareholder of record of the capital stock of the Corporation as they
appear in the stock records of the Corporation shall be conclusive evidence
as to who are the shareholders who are entitled to receive notice of any
meetings of the shareholders, to vote at such meetings, to examine a
complete list of the shareholders who may be entitled to vote at such
meetings, to own, enjoy and exercise any other rights and privileges which
are based upon the ownership of these shares of common stock of the
Corporation.
Section 9: Books and Records. The Corporation shall keep complete
and correct books and records of accounts and shall keep minutes of the
proceedings of its shareholders' and Board of Directors meetings, and shall
keep at its registered office or principal place of business or at the
office of its transfer agent or register, a record or its shareholders,
giving names and addresses of all shareholders and the number of share of
the Corporation held by each. No shareholder shall have the right to
inspect any such books and records except as conferred by the Act or other
applicable law, unless authorized to do so by resolution or resolutions of
the shareholders or the Board of Directors.
Section 10: Working Capital. The Board of Directors of the
Corporation shall have the power from time to time to fix and determine and
to vary the amount which is to be reserved by the Corporation as working
capital; and before the payment of any dividends or the making of any
distribution of profits, or may set aside out of net profits or earned
surplus of the Corporation, such sum or sums as it may from time to time in
its absolute discretion deem to be proper, whether as a reserve fund to
meet contingencies or for the equalizing of dividends, or the repairing or
maintenance of any property of the Corporation, or for an addition to
stated capital, capital surplus, earned surplus, or for any corporate
purpose which the Board of Directors shall deem to be in the best interests
of the Corporation, subject only to such limitations as the Bylaws of the
Corporation may from time to time impose.
Section 11: Compensation of Directors. The Board of Directors of the
Corporation may, provided the Bylaws of the Corporation so provide, make
provision for reasonable compensation to its members for their services as
directors and establish the basis and conditions upon which such
compensations shall be paid. Any director of the Corporation may also
serve the Corporation in any other capacity and receive proper compensation
therefor.
Section 12: Qualification of Directors. The Directors of this
Corporation need not be stockholders.
Section 13: Number of Directors. The exact number of directors may
from time to time be specified by the Bylaws at not less than three (3) nor
more than nine (9). When the Bylaws do not specify the exact number of
directors, the number of directors shall be (3).
Section 14: Reliance Upon Others. A director shall be fully
protected in relying in good faith upon the books of accounts relevant to
the existence and amount of surplus or other funds from which dividends
might be declared and paid.
Section 15: Reliance Upon Others -Prudent Conduct. No person shall
be liable to the Corporation for any loss or damage suffered by it on
account of any action taken or omitted to be taken by him as a director or
officer of the Corporation in good faith, if such person (a) exercised or
used the same degree of care and skill as a prudent man would have
exercised or used under the circumstances in the conduct or his own
affairs, or (b) took or omitted to take such action in reliance upon advice
of counsel for the Corporation, or upon statements made or information
furnished by officers or employees of the Corporation which he had
reasonable grounds to believe, or upon a financial statement of the
Corporation prepared by an officer or employee of the Corporation in charge
of its accounts or certified by a public accountant or firm of public
accountants.
Section 16: Contrasts with Interested Directors- Disclosure and
Voting. A director of the Corporation shall not in the absence of fraud be
disqualified by his office from dealing with or contracting with the
Corporation, either as a vendor, purchaser or otherwise, so long as such
transaction shall not conflict with his obligations and duties to the
Corporation as a corporate officer; nor in the absence of fraud shall,
insofar as permitted by the Act or any other applicable statute, any
transaction or contract of the Corporation be void or voidable or affected
by reason of the fact that any director or any firm of which a director is
a member, or any corporation of which any director is an officer, director
or stockholder is in any way interested in such transaction or contract;
provided that at the meeting of the Board of Directors or of a committee
thereof, having authority in the premises to authorize or confirm such
contract or transaction, the interest of such director, firm or corporation
is disclosed or made known, and there shall be present a quorum of the
Board of Directors or of the directors constituting such committee and the
contract or transaction shall be approved by a majority of such quorum
which majority shall consist of directors not so interested or connected.
Nor shall any director be liable to account to the Corporation for any
profit realized by him from or through any such transaction or contract of
the Corporation, ratified or approved as herein provided, by reason of the
fact that he or any firm of which he is a member or any corporation of
which he is a stockholder, director or officer was interested in such
transaction or contract.
Directors so interested may be counted when present at a meeting of
the Board of Directors or of such committee for the purpose of determining
the existence of a quorum. Each and every person who is or may become a
director of the Corporation is hereby relieved from any liability that
might otherwise exist from those contracting with the Corporation for the
benefit of himself or any firm, association or corporation in which he may
be in any way interested. Any contract, transaction or act of the
Corporation or of the Board of Directors or of any committee which shall be
ratified by a majority in interest of a quorum of the shareholders having
voting power shall be as valid and binding as though ratified by each and
every stockholder of the Corporation; but this shall not be constituted as
requiring the submission of any contract to the shareholders for approval.
This section shall not be construed to abrogate duty of an officer within
the scope of his employment to present to the Corporation all such
reasonable opportunities which the Corporation would be entitled to take
advantage of within the scope of its then current business purposes or
within the scope of these Articles of Incorporation as applied to its then
existing relevant situation; and no director or officer or committee member
of any committee established pursuant to these Articles shall, while
serving in such capacity, discover an opportunity which is reasonable
within the scope and framework of the activity of the Corporation and take
personal benefit or gain from that discovery by hypothecating the
opportunity to the Corporation in exchange for stock or consideration above
or beyond the scope and framework of his employment contract. The
foregoing provision shall not be construed to prevent the Board of
Directors at a duly constituted meeting from declaring a bonus to any such
officer or director which is fairly and reasonably related to the benefit
initiating a transaction whereby the Corporation shall directly take
advantage of any such corporate opportunity.
Section 17: Ratification of Act of Directors. The directors may
submit any contract or transaction for approval at any annual meeting of
the shareholders or any special meeting of the stockholders called for that
purpose; and any contract or transaction so approved by a majority vote of
a quorum of the stockholders at such meeting shall be binding upon the
Corporation and all its stockholders, whether or not the contract or
transaction would otherwise be subject to attack because of the interest of
any of the directors of the Corporation or for any other reason.
Section 18: The Corporation may in its Bylaws make any other
provisions or requirements for the management of the business of the
Corporation provided the same are not inconsistent with the provisions of
these Articles of Incorporation or contrary to the laws of the State of
Utah or of the United States.
Section 19: The Corporation may issue and sell its authorized shares
without par value from time to time in the absence of fraud, in the
transaction for such considerations as may from time to time be fixed by
the Board of Directors, and sell and dispose of any stocks having a par
value for such consideration permitted by law, as the Board of Directors,
and sell and dispose of any stock having a par value for such consideration
permitted by law, as the Board of Directors may from time to time determine
without other authority, consent or vote of the stockholders of the
Corporation or any class or classes.
Section 20: Amendments to These Articles of Incorporation. The
Corporation reserves the right to amend, alter or repeal or to add any
provisions to these Articles of Incorporation in any manner now or
hereafter prescribed by law, or to vote exceptions thereto at a duly
constituted shareholders meeting called for that purpose.
Section 21: Assistant Treasurer. The Assistant Treasurer of the
Corporation shall be corporate counsel, whose sole responsibility, other
than legal duties, shall be to file the annual report.
ARTICLE IX
INITIAL REGISTERED OFFICE AND INITIAL REGISTERED AGENT
Section 1: The office of the initial registered office of the
Corporation shall be Suite 1120 Boston Building, #9 Exchange Place, Salt
Lake City, Utah 84111, and the initial registered agent of the Corporation
at that address shall be Edward T. Wells.
/s/ Edward T. Wells
-------------------
ARTICLE X
DIRECTORS
Section 1: Initial Board of Directors. The initial Board of
Directors of the Corporation shall consist of three (3) members. Their
respective names and addresses are:
NAME ADDRESS
Edward T. Wells 3250 Coronet Drive
Salt Lake City, Utah 84124
Joseph H. Bottum 230 East Broadway - #811
Salt Lake City, Utah 84111
Hazel Swanson 4229 West 5855 South
Kearns, Utah 84118
which directors shall hold office until the first meeting of the
shareholders of the Corporation and until their successors shall have been
elected.
Section 2: Subsequent Board of Directors. At the first meeting of
the stockholders of the Corporation and at each annual meeting thereafter,
the shareholders shall elect directors to hold office until the next
succeeding annual meeting of the shareholders. Each director so elected
shall hold office for the term of which he is elected, or until his
successor shall have been elected and qualified. Directors need not be
residents of the State of Utah or shareholders of the Corporation.
ARTICLE XI
INCORPORATORS
NAME ADDRESS
Edward T. Wells 3250 Coronet Drive
Salt Lake City, Utah 84124
Joseph H. Bottum 230 East Broadway - #811
Salt Lake City, Utah 84111
Hazel Swanson 4229 West 5855 South
Kearns, Utah 84118
ARTICLE XII
JOINT VENTURES
The Board of Directors of the Corporation shall have power to
cause the Corporation to enter into partnerships and joint ventures with
persons and other corporations to carry out and affect the purposes and
powers of the Corporation as authorized by and in accordance with law.
ARTICLE XIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
1. The Corporation shall indemnify any person who was or is a part 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 director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
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 or not opposed to 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, 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 or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
2. The Corporation shall 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 or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' 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 or
not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have 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 of chancery of the state of Delaware or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court of chancery of the
state of Delaware or such other court shall deem proper.
3. To the extent that any person referred to in paragraphs 1 and 2
of this Article Thirteenth has been successful on the merits or otherwise
in defense of any action, suit or proceedings referred to therein or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
4. Any indemnification under paragraphs 1 and 2 of this Article
Thirteenth (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in paragraphs 1 and 2 of this Article Thirteenth. Such determination
shall be made (a) 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 (b) if such quorum is not obtainable, or even if obtainable
a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.
5. Expenses 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 by the Board
of Directors in the specific case upon receipt or an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as provided in this Article Thirteenth.
6. The indemnification provided by this Article Thirteenth shall not
be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, 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 or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
7. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who 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 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 the provisions of this Article Thirteenth.
8. For the purpose of this section, references to "the Corporation"
include all constituent corporations absorbed in a consolidation or merger
as well as the resulting or surviving corporation so that any person who is
or was a director, officer, employee or agent of such constituent
corporation or is or was serving at the request of such constituent
corporation as a director, officer employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this section with
respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.
ARTICLE XIV
POWERS CONFERRED NOT DEEMED EXCLUSIVE
The foregoing clauses shall be construed both as objects and powers,
but no recitation, expression or declaration of specific or special powers
or purposes herein enumerated shall be deemed to be exclusive; but it is
hereby expressly declared that all other lawful powers not inconsistent
therewith are hereby included.
DATED this 30th day of October, 1986.
/s/ Edward T. Wells
-----------------------
Edward T. Wells
/s/ Joseph H. Bottum
-----------------------
Joseph H. Bottum
/s/ Hazel Swanson
-----------------------
Hazel Swanson
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
Edward T. Wells, Joseph H. Bottum, and Hazel Swanson, being first duly
sworn, deposed and declared to me, the undersigned Notary Public, that they
signed the foregoing document as Incorporators, and that the statements
contained therein are true to the best of their knowledge.
In witness whereof, I have set my seal this 30th day of October, 1986.
/s/ Delila Moon
----------------------
Notary Public
Residing at: Salt Lake County
My Commission Expires: 12/23/86
