Exhibit 3.1
H. HERBIG LAND & LIVESTOCK CO.
A Nevada Corporation
ARTICLES OF INCORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned has this day formed a corporation for the
transaction of business, and the promotion and conduct of the objects and
purposes hereinafter stated, under and pursuant to the laws of the State of
Nevada.
I DO HEREBY CERTIFY:
1. NAME. The name of the corporation, which is hereinafter
referred to as "the corporation", is:
H. HERBIG LAND & LIVESTOCK CO.
2. REGISTERED OFFICE. The registered office of the corporation and
the resident agent in charge thereof shall be:
Herman G. Herbig, Esq.
1638 Esmeralda Avenue
P. 0. Box 879
Minden, Nevada 8942-0879
(702) 782-4003
Offices for the transaction of any business of the corporation and
where the meetings of the Board of Directors and of the shareholders may be
held, and where the books of the corporation may be kept, 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, the District of
Columbia, or in any foreign country.
3. CAPITAL STOCK. The amount of the total authorized capital stock
of this corporation is 25,000 shares without nominal or par value. Each share
of stock shall have one (l) vote. Such stock may be issued from time to time
without action by the shareholders for such consideration as may be fixed from
<PAGE>
time to time by the Board of Directors, and shares so issued, the full
consideration for which has been paid or delivered, shall be deemed the full
paid up stock, and the holder of such shares shall not be liable for any further
payment thereof. Said stock shall not be subject to assessment to pay the debts
of the corporation, and no paid-up stock and no stock issues as fully paid,
shall ever be assessed of assessable by the corporation.
PREEMPTIVE RIGHTS. The corporation elects to have preemptive rights.
4. PREEMPTIVE RIGHTS. The corporation elects to have preemptive
rights.
5. DIRECTORS. 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 a manner as shall be provided by the bylaws of this
corporation and the laws of the State of Nevada. The name and post office
address of the members of first board of directors, which shall be one director
in number, is as follows:
HERMAN H. HERBIG
500 Muller Lane
Minden, Nevada 89423
6. BOARD OF DIRECTORS. The Board of Directors shall have the power
and authority to make and alter, or amend, the bylaws, to fix the amount in cash
or otherwise to be reserved as working capital, and to authorize and cause to be
executed the mortgages and liens upon property and franchises of the
corporation.
The Board of Directors shall, from time to time, determine whether,
and to what extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the corporation, or any of them, shall be
open to the inspection of the shareholders; and no shareholder shall have the
right to inspect any account, book or document of this corporation except as
conferred by the Statutes of Nevada, or authorized by the Directors or by
resolution of the shareholders.
No sale, conveyance, transfer, exchange or other disposition of all
or substantially all of the property and assets of this corporation shall be
made unless approved by the vote or written consent of the shareholders entitled
to exercise two-thirds (2/3) of the voting power of the corporation.
<PAGE>
The shareholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the corporation outside of
the State of Nevada, and at such place as may from time to time be designated by
the bylaws or by resolution of the Board of Directors or shareholders, except as
otherwise required by the laws of the State of Nevada.
The corporation shall indemnify each present and future officer and
director of the corporation and each person who serves at the request of the
corporation as an officer or director of any other corporation, whether or not
such person is also an officer or director of the corporation, against all
costs, expenses and liabilities, including the amounts of judgments, amounts
paid in compromise settlements and amounts paid for services of counsel and
other related expenses, which may be incurred by or imposed on him or her in
connection with any claim, action, suit, proceeding, investigation or inquiry
hereafter made, instituted or threatened in which he or she may be involved as a
party or otherwise by reason of any past or future action taken or authorized
and approved by him or her or any omission to act as such officer or director,
at the time of the incurring or imposition of such costs, expenses, or
liabilities, except such costs, expenses or liabilities as shall relate to
matters as to which he or she shall in such action, suit or proceeding/ be
finally adjudged to be liable by reason of his or her negligence or willful
misconduct toward the corporation or such other corporation in the performance
of his duties as such officer or director. As to whether or not a director or
officer was liable by reason of his or her negligence or willful misconduct
toward the corporation or such other corporation in the performance of his
duties as such officer or director, in the absence of such final adjudication of
the existence of liability, the Board of Directors and each officer and director
may conclusively rely upon an opinion of legal counsel selected by or in the
manner designated by the Board of Directors. The foregoing right of
indemnification shall not be exclusive of other rights to which any such officer
or director may be entitled as a matter of law or otherwise, and shall inure to
the benefit or the heirs, executors, administrators and assigns of each officer
or director.
Authority is hereby granted to the shareholders of this corporation
to vote to change, from time to time, the authorized number of directors of this
corporation by a duly adopted amendment to the bylaws of this corporation.
7. INCORPORATOR. The name and post office address of the incorporator
signing these Articles of Incorporation is Herman G. Herbig, Post Office Box 879
Minden, Nevada 89423-0879; Telephone (702) 782-4003.
<PAGE>
THE UNDERSIGNED, being the original incorporator hereinbefore
named, for the purpose of forming a corporation to do business both within and
without the State of Nevada, and in pursuance of the general corporation law of
the State of Nevada, does make and file this certificate, hereby
declaring and certifying that the facts hereinabove stated are true,
and accordingly have hereunto set my hand.
DATED AND DONE August 9, 1995.
/s/ Herman G. Herbig
-----------------------
Herman G. Herbig
STATE OF NEVADA )
) ss.
COUNTY OF DOUGLAS )
On August 9, 1995, before me, the undersigned Notary Public, duly
commissioned and sworn, personally appeared HERMAN G. HERBIG, known to me to be
the person whose name is subscribed to the within instrument, and who
acknowledged to me that he executed the same freely and voluntarily and for the
uses and purposes therein mentioned.
/s/ Sandy Dombrowski
----------------------
Sandy Dombrowski
Notary Public
<Notary Seal>
