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EXHIBIT 3(I)
OFFICE OF
JOHN KOONTZ
SECRETARY OF STATE
THE STATE OF NEVADA
[SEAL OF NEVADA]
DEPARTMENT OF STATE
I, JOHN KOONTZ, the duly elected, qualified and acting Secretary of State
of the State of Nevada, do hereby certify that the annexed is a true, full and
correct transcript of the original Articles of Incorporation of
AZTEC SILVER MINING CO.
as the same appears on file and of record in this office.
IN Witness WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at
my office in Carson City, Nevada, this
7TH day of JULY A.D. 1971
/s/ John Koontz
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Secretary of State
[SEAL]
By R.A. [ILLEGIBLE]
-------------------------------
Deputy
Form 1
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ARTICLES OF INCORPORATION
OF
UNITED ENERGY CORP.
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 pursuant
to the laws of the State of Nevada, and WE HEREBY CERTIFY:
FIRST: The name of said corporation is:
UNITED ENERGY CORP.
SECOND: The principal office of this corporation is to be located at
First National Bank Building, in the City of Reno, County of Washee, State of
Nevada. The law firm of Goldwater, Taber, and Hill is hereby named as the
Resident Agent of the above-named corporation and in charge of its said office
at Reno, Nevada.
THIRD: To purchase, lease, locate, or otherwise acquire, to prospect
and explore for, and to own, hold, option, cell, exchange, lease, mortgage, or
otherwise dispose of and deal in mineral lands, mines, mining rights, minerals,
ores, oil lands, real estate, water rights, and in claims and interest therein,
in any part of the world; to develop, improve, and work the same; to conduct
mining operations of every kind, and by any method now known or hereafter
devised.
To purchase, lease, or otherwise acquire, and to own, hold, sell,
exchange, lease, mortgage, or otherwise despose of, and deal in and operate
plants, in any part of the world, for reducing, milling, concentrating,
smelting, converting, refining, preparing for market, or otherwise treating oil,
ores, minerals, matter, and bullion.
To carry on as principals, agents, commission merchants,
consignees, or in any capacity whatever, the business of mining, milling,
concentrating, converting, smelting, refining, treating, preparing for market,
manufacturing, buying, selling, exchanging, and otherwise producing and dealing
in gold, silver, copper, lead, zinc, brass, iron, steel, coal, oil, and salines,
and all kinds of ores, metals, and minerals, and the products and by-products
thereof, of every description, by whatever process the same are, or may
hereafter be, produced.
To purchase or otherwise acquire, own, buy, sell, exchange, deal and
traffic in, standing timber and timber lands; to buy, cut, haul, drive,
exchange and
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sell timber and logs; to saw and otherwise prepare the same for market; to buy,
manufacture, exchange, and sell lumber, bark, wood, pulp, and other materials,
and all articles and products made therefrom, or consisting thereof, in whole or
in part, and generally to carry on, as principals or agents, commission
merchants, consignees, or in any other capacity whatever, any business
appurtenant thereto.
To appropriate or otherwise to acquire water rights and privileges,
and engage in the business of supplying and conducting water for irrigation and
other purposes, and to acquire and develop water, electricity, or other kinds of
power for its own purposes, or for sale to others, and to construct, maintain,
and operate water works, gas works, and works for the development, transmission
and delivery of electrical or other power.
To engage in the leasing of lands believed to contain petroleum,
oils, and gas; the improving, mortgaging, leasing, assiging, and otherwise
disposing of the same; the prospecting, drilling, pumping, piping, storing,
refining and selling, both at wholesale and retail, of oil and gas; the buying,
otherwise acquiring, selling and otherwise disposing of any and all real estate
and personal property for use in the business of the company; the construction
of any and all buildings, pipe lines, pumping stations, and storage tanks, and
any and all other buildings required in carrying on the business of the company;
the acting as trustee for holders of oil lands in the receiving and disbursement
of funds to be used in drilling for the common benefit of the land holders; the
doing of any and every act or thing, proper, necessary, and incidental to the
general purpose of this company.
To purchase, improve, develop, lease, exchange, sell, dispose of,
and other deal in and turn to account, real estate; to purchase, lease, build,
construct, erect, occupy, and manage buildings of every kind and character
whatsoever; to finance the purchase, improvement, development, and construction
of land and buildings, belonging to or to be acquired by this company, or any
other person, firm, or corporation.
To purchase, subscribe for, or in any manner acquire, to sell,
transfer, mortgage, pledge, or in any manner dispose of, to hold as investment
or otherwise, and to deal in and exercise all rights of individual natural
persons with respect to; (1) bonds, warrants, mortgages, debentures, notes,
obligations, contracts, and evidences of indebtedness of, and claims, demands,
and choses in action against individuals, firms, associations, trusts,
joint-stock companies, private, public, or municipal corporations,
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the Government of the United States, or any state, district, territory, or
colony thereof, and the governments, dominions, territories, and colonies of
foreign countries; and (2) shares of stock or certificates and interests in
corporations, firms, associations, trusts, partnerships, and joint-stock
companies.
To purchase, hold, sell, and reissue the shares of its own capital
stock.
To make and enter into contract and agreement of every name, nature,
and description with any individual or individuals, firm, sunducate,
association, and corporation, whether private, public, or municipal, and with
the government or public authorities of the United States, or of any state,
territory, colony, or dependency thereof, and with any foreign government, or
any subdivision thereof.
To do all and everything necessary, suitable, and proper for the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers hereinabove set forth, to the same extent
as natural persons might or could do in any part of the world as principals,
agents, contractors, trustees, or otherwise, alone or in company or partnership
with other persons, firms, or corporations.
FOURTH: The amount of the total authorized capital stock of this
corporation is ONE MILLION DOLLARS ($1,000,000.00), divided into ONE HUNDRED
MILLION (100,000,000) shares of the par value of ONE CENT ($.01) each.
FIFTH: No holder of shares of any class of capital stock of the
Corporation shall have any pre-emptive right to subscribe to any additional
issues of capital stock of the Corporation or to any issues of securities of the
Corporation convertible into capital stock unless the Board of Directors shall
in its sole discretion otherwise determine and the only in such amount and at
such price as the Board may fix; and any shares of capital stock of the
Corporation or any securities of the Corporation convertible into capital stock
which the Board may offer for subscription may be offered to holders of shares
of any class or classes of capital stock at the time existing to the exclusion
of holders of shares of any other class or classes of capital stock at the time
existing.
SIXTH: The members of the governing board shall be styled
"Directors:" and the number of such directors shall be not less than three, but
may be increased or changed in the manner provided by Section 78.330 of the
General Corporation Act of Nevada. The first Board of Directors shall consist of
three (3) members, whose names and post office addresses are as follows:
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Name Address
---- -------
Richard F. Simons Route No. I.P.O. Box 28
(via Austin, Nevada)
Ione, Nevada 89310
Bus L. Hedgcorth Route No. P.O. Box 29
(via Austin, Nevada)
Ione, Nevada 89310
Frank A. Eldredge II 450 East 700 South
Sandy, Utah 84070
SEVENTH: The capital stock of this corporation after the amount of
the subscription price or par value has been paid in shall not be subject to
assessment to pay debts of this corporation and notstock issued as fully paid
shall ever be assessable or assessed and the Articles of Incorporation shall not
be amended in this particular.
EIGHTH: The names and post office addresses of each of the
incorporators signing these Articles of Incorporation are as follows:
Name Address
---- -------
C. Allen Elggren 1211 Walker Bank Building
Salt Lake City, Utah
Gary L. Schwendiman 1211 Walker Bank Building
Salt Lake City, Utah
C. Allen Elggren II 7035 Campus Drive
Salt Lake City, Utah
NINTH: This corporation is to have perpetual existence.
We, the undersigned, being each of the incorporators 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 our hands this 6th day of July, 1971.
/s/ C. Allen Elggren
-------------------------------------
C. Allen Elggren
/s/ Gary L. Schwendiman
-------------------------------------
Gary L. Schwendiman
/s/ C. Allen Elggren II
-------------------------------------
C. Allen Elggren II
STATE OF UTAH )
ss.
COUNTY OF SALT LAKE )
[NOTARY SEAL]
On this 6th day of July, 1971, before me, a Notary Public,
personally appeared C. Allen Elggren, Gary L. Schwendiman, and C. Allen Elggren
II, the signers of the above instrument, who duly acknowledged to me that they
executed the same.
/s/ Elizabeth [ILLEGIBLE]
My Commission Expires: -------------------------------------
Notary Public
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OFFICE OF
WM. D. SWACKHAMER
SECRETARY OF STATE
THE STATE OF NEVADA
[SEAL OF NEVADA]
DEPARTMENT OF STATE
I, Wm. D. Swackhamer, the duly elected, qualified and acting Secretary of
State of the State of Nevada, do hereby certify that the annexed is a true, full
and correct transcript of the original certificate of Amendment of Articles of
Incorporation of
AZTEC SILVER MINING CO.
Changing Name to:
UNITED ENERGY CORP.
as the same appears on file and of record in this office.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of
State, at my office in Carson City,
Nevada, this FIFTH day of APRIL,
A.D., 1979
/s/ [ILLEGIBLE]
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Secretary of State
[SEAL]
By
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Deputy
Form 4 1088 [LOGO]
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F I L E D
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APR - 5 1979
WM. SWACKHAMER-SECRETARY OF STATE
/s/ Wm. D. Swackhamer
No. 1742-71
--------------
ARTICLES OF AMENDMENT
of
AZTEC SILVER MINING CO.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, being the President and Secretary of the
Corporation, do hereby certify to the adoption of the following amendment to the
Articles of Incorporation:
1. The name of the corporation is changed from the present name of Aztec
Silver Mining Co., to the name of UNITED ENERGY CORP.
2. The amendment was adopted at the Annual Meeting of shareholders held on
the 15th day of March, 1979, pursuant to written notice to all shareholders of
the Corporation.
3. There are 3,740,750 shares of common capital stock outstanding and
eligible to vote.
4. There were 2,925,00 shares present in person and represented by proxy
and voted in favor of the proposed amendment. No shares voted against the
amendment.
5. The resident agent is MYRTLE KONCHER, 915 Lyons Avenue, Elko, Nevada,
89801
IN WITNESS WHEREOF, the said officers of the Corporation have set their
hands this 15th day of March, 1979.
/s/ Noah R. Eldredge
--------------------------------
NOAH R. ELDREDGE, President.
/s/ Julie Eldredge
-----------------------------
JULIE ELDREDGE, Secretary.
STATE OF UTAH :
) SS.
COUNTY OF SALT LAKE :
On the 15th day of March, 1979, personally appeared before me Noah R.
Eldredge and Julie Eldredge, who being by me duly sworn, did say each for
himself, that he Noah R. Eldredge, is the president, and she, Julie Eldredge, is
the Secretary of Aztec Silver Mining Company, and that the within and foregoing
instrument was signed on behalf of said Corporation for the use and purpose
therein set forth.
Dated this 15th day of March, 1979.
/s/ Enid Bourgeois
---------------------------------
My Commission Expires: NOTARY PUBLIC, Residing at
7-1-80 Salt Lake City, Utah
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