<PAGE> 57
ARTICLES OF INCORPORATION
OF
BLACK MOUNTAIN GOLD, INC.
* * * * *
FIRST
The name of the corporation is BLACK MOUNTAIN GOLD,
INC.
SECOND
Its principal office in the state of Nevada is located
at 5844 South Pecos Road, Suite D, Las Vegas, Nevada 89120. The
name and address of its resident agent is Pacific Corporate
Services, 5844 South Pecos Road, Suite D, Las Vegas, Nevada
89120.
THIRD
The purpose or purposes for which the corporation is
organized:
To engage in and carry on any lawful business
activity or trade, and any activities necessary,
convenient, or desirable to accomplish such purposes,
not forbidden by law or by these articles of
incorporation.
FOURTH
The amount of the total authorized capital stock of the
corporation is One Hundred Thousand Dollars ($100,000.00)
consisting of Fifty Million (50,000,000) shares of common stock
of the par value of $0.001 each and Fifty Million (50,000,000)
shares of preferred stock of the par value of $0.001 each.
FIFTH
The relative rights, preferences, designations, rates,
conditions, privileges, limitations, dividend rates, conversion
rights, preemptive rights, voting rights, rights and terms of
redemption, liquidation preferences and sinking terms thereof
shall be determined by the Board of Directors, without any
further vote or action by shareholders. The Board of Directors,
without shareholder approval may issue shares of Preferred Stock
with dividend rights, liquidation preferences or other rights
that are superior to the rights of holders of Common Stock.
<PAGE> 58
SIXTH
The governing board of this corporation shall be known
as directors, and the number of directors may from time to time
be increased or decreased in such manner as shall be provided by
the bylaws of this corporation.
There will be three initial members of the Board of
Directors and their names and addresses are:
NAME POST-OFFICE ADDRESS
Dale L. Runyon 528 Fon du Lac Drive
East Peoria, Illinois 61611
Richard G. Steeves 1911 East Meadowlake Drive
Mahomet, Illinois 61853
Roger D. Roemer 6343 McLean Road
Minier, Illinois 61759
The number of members of the Board of Directors shall
not be less than one nor more than thirteen.
SEVENTH
The capital stock, after the amount of the subscription
price, or par value, has been paid in shall not be subject to
assessment to pay the debts of the corporation.
EIGHTH
The name and addresses of each of the incorporators
signing the Articles of Incorporation are as follows:
NAME POST-OFFICE ADDRESS
Conrad C. Lysiak 601 West First Avenue
Suite 503
Spokane, Washington 99201
NINTH
The corporation is to have perpetual existence.
TENTH
In furtherance, and not in limitation of the powers
conferred by statute, the board of directors is expressly
authorized:
<PAGE> 59
Subject to the bylaws, if any, adopted by the
stockholders, to make, alter or amend the bylaws of the
corporation.
To fix the amount to be reserved as working capital over
and above its capital stock paid in, to authorize and cause to be
executed mortgages and liens upon the real and personal property of
this corporation.
By resolution passed by a majority of the whole board, to
designate one (1) or more committees, each committee to consist of
one (1) or more of the directors of the corporation, which, to the
extent provided in the resolution or in the bylaws of the
corporation, shall have and may exercise the powers of the board of
directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the
bylaws of the corporation or as may be determined from time to time
by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of
stockholders holding stock entitling them to exercise at least a
majority of the voting power given at a stockholders' meeting
called for that purpose, or when authorized by the written consent
of the holders of at least a majority of the voting stock issued
and outstanding, the board of directors shall have power and
authority at any meeting to sell, lease or exchange all of the
property and assets of the corporation, including its good will and
its corporate franchises, upon such terms and conditions as its
board of directors deem expedient and for the best interests of the
corporation.
ELEVENTH
Meeting of stockholders may be held outside the State of
Nevada, if the bylaws so provide. The books of the corporation may
be kept (subject to any provision contained in the statutes)
outside the State of Nevada at such place or places as may be
designated from time to time by the board of directors or in the
bylaws of the corporation.
TWELFTH
This corporation reserves the right to amend alter,
change or repeal any provision contained in the Articles of
Incorporation, in the manner now or hereafter prescribed by
statute, or by the Articles of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
<PAGE> 60
THIRTEENTH
The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the laws of
the State of Nevada.
I, THE UNDERSIGNED, being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Nevada, do make and file
these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are true, and accordingly have
hereunto set my hand this 22nd day of February, 2000.
/s/ Conrad C. Lysiak
CONRAD C. LYSIAK
STATE OF WASHINGTON )
)
COUNTY OF SPOKANE )
On this 22nd day of February, 2000, before me, a Notary
Public, personally appeared CONRAD C. LYSIAK, who severally
acknowledged that he executed the above instrument.
/s/ Judy Terese Lysiak
Notary Public, residing in the State of
Washington, residing in Spokane.
My Commission Expires:
October 9, 2002
