Exhibit 3.1 ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION
OF
URANIUM EXPLORATION COMPANY
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KNOW ALL MEN BY THESE PRESENTS That we, the undersigned, citizens of the
United States of America, each over the age of twenty-one years, do here by
voluntarily associate ourselves together for the purpose of forming a domestic
corporation under and by virtue of the laws of the State of Idaho, and we do
hereby make, sign, acknowledge and file these Articles of Incorporation, as
follows:
ARTICLE I.
The name of this corporation is, and shall be, URANIUM EXPLORATION COMPANY.
ARTICLE II.
The objects and purposes for which this Corporation is formed are as
principals, agents or otherwise, to do in any part of the world any and every of
the things herein set forth or permitted by law to the same extent as natural
persons might and could do. In furtherance and not in limitation of the general
powers conferred by the laws of the State of Idaho, we do expressly provide that
the Corporation shall have power;
(a) To purchase, sell, option, own, locate, lease, or otherwise acquire,
mortgage and dispose of lands, mines, mining claims and mineral rights; to own,
handle and control letters patent and inventions; to use and to own, enter,
apply for patents for mines, millsites, mills, water-rights, tunnels, and rights
of way; to work prospect, explore, exploit and develop mines and mineral
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lands of every kind and nature and wherever the same may be situated, and to
carry on every operation of the business of mining, milling and producing zinc,
lead, gold, silver, uranium and any and all other metals and minerals of every
kind and character and to sell and dispose of the same and the by-products
thereof, and to do everything that may be necessary or proper in the conduct of
the business of working such mines and mineral lands and the production of ores
and to buy, sell, contract for, own, erect, and operate all mills, smelting and
other ore reduction works, sawmills, machinery, roads, tramways, ditches,
flumes, water rights, power plants of any and all kinds whatsoever, and to
develop and use electricity for power and lighting purposes, and to file upon
water rights for any and all purposes.
(b) To take, hold, lease, mortgage, own, purchase, or acquire by operation
of the law or otherwise, real property or any interest therein or appurtenant
thereto, including storerooms, sawmills, store buildings and any part thereof,
or any interest therein, or to sell, lease, exchange, mortgage or hypothecate
real estate or any interest therein and to engage in any and all undertakings
and business necessary and proper to the improvement and betterment of any of
the land or real property or interest therein, owned or otherwise acquired, or
to be owned or otherwise acquired by said corporation, or in any other lands in
which the said corporation may have any interest, and to handle and deal in any
land, interest in land, or other property or interest therein, of said
corporation in any manner it may desire.
To enter into, make, perform and carry out any and all contracts or
agreements of every kind, amount and character with any person, firm,
association, corporation, Federal or State government or any political
subdivision, or corporation or agency thereof.
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(d) To purchase, own, sell, convey, mortgage, pledge, exchange, acquire by
operation of law or otherwise, personal property of every kind and character,
debts, dues and demands or causes of action, and each and every kind of personal
property, evidences of debts, bonds, stocks of this and other corporations, both
public and private, which the Corporation may deem necessary and convenient for
its business or otherwise.
(e) To borrow and lend money from and to any person, firm, corporation,
association, or Federal or State government or any political subdivision, or
corporation or agency thereof, and to make, take and execute notes, mortgages,
bonds, deeds of trust, or other evidence of indebtedness to secure payment
thereof, or by any other lawful manner or means, and to take and receive notes,
bonds, mortgages, deeds of trust, or any evidence of indebtedness for the use
and benefit of said Corporation, or otherwise.
(f) To own, hold, lease, or sublet, or to conduct on its own account, or for
any person, firm, association, corporation, or Federal or State government or
any political subdivision, or corporation or agency thereof, all and every kind
of merchandise, business or property necessary or proper to carry on an account
of the business of said corporation.
(g) To build any and all necessary shops, buildings, store-rooms, boarding
houses, sleeping quarters, sawmills and structures at any place proper or
convenient to carry on any or all of the business of said Corporation.
(h) To do and perform every act and thing necessary to carry out the above
enumerated purposes, or calculated direct1y or indirectly to the advancements of
the interest of the Corporation, or to the enhancement of the value of its
stock, holdings and property of any kind or character.
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ARTICLE III.
The corporate existence of this corporation shall be perpetual.
ARTICLE IV.
The location and post office address of the Corporation's registered office
in the State of Idaho, shall be WALLACE, Idaho.
ARTICLE V.
The total authorized number of par value shares is 10,000,000, having a part
value of 5(cent) (five cents) per share, or an aggregate value of $500,000.00.
Said shares shall all be of the same class and every share of said stock shall
be equal in all respects to every other of said shares. Notwithstanding the
provisions of Section 30-120, Idaho Code, the Board of Directors of this
corporation shall have power and authority from time to time to authorize the
sale of, and to sell for cash or otherwise, all or any portion of the unissued
and/or of the treasury stock of this corporation without said stock, or any
thereof, being first offered to the shareholders of this corporation.
ARTICLE VI.
The corporate powers of the corporation shall be vested in a Board of
Directors of not less than three, and no more than seven members, who shall be
elected annually by the shareholders and who shall serve until the election and
qualification of their successors. No person shall serve as a director of this
corporation who is not a shareholder therein. Directors who are to serve for the
first corporate year shall be selected by the incorporators. Unless otherwise
determined by the shareholders, the Board of Directors, by resolution, shall
from time to time fix the number of directors within the limits herein provided.
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ARTICLE VII.
The names, post office addresses, and number of share subscribed by each of
the incorporators, are as follows:
Name Address No. of Shares
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R.J. Bruning Wallace, Idaho 1000
Don McClary Wallace, Idaho 1000
Piatt Hull Wallace, Idaho 1000
ARTICLE VIII.
In addition to the power conferred upon the shareholders by law to make,
amend or repeal By-Laws for this corporation, the Directors shall have the power
to repeal and amend the By-Laws and adopt new By-Laws, but such powers may be
executed only by a majority of the whole Board of Directors.
ARTICLE IX.
A Director or officer of the corporation shall not, in the absence of actual
fraud, be disqualified by his office from dealing or contracting with the
corporation, either as vendor, purchaser, or otherwise; and in the absence of
actual fraud no transaction or contract of the corporation shall be void or
voidable by reason of the fact that any director or officer, or firm of which
any director or officer is a member, or any other corporation of which any
director or officer is a shareholder, officer or director, is in any way
interested in such transaction or contract; provided that such transaction or
contract is, or shall be, authorized, ratified or approved (1) by a vote of a
majority of a quorum of the Board of Directors, or of the Executive Committee,
if any, counting for the purpose of determining the existence of such majority
or quorum, any Director, when present, who is so interested, or who is a member
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of a firm so interested, or who is a shareholder, or who is a member of a firm
so interested; of (2) at a stockholders' meeting by a vote of a majority of the
outstanding shares of stock of the corporation represented at such meeting and
then entitled to vote, or by writing or writings signed by a majority of such
holders of stock which shall have the same force and effect as though such
authorization, ratification or approval were made by the stockholders; and no
director of officer shall be liable to account to the corporation for any
profits realized by him through any such transaction or contract of the
corporation authorized, ratified or approved, as aforesaid, by reason of the
fact that he may be, or any firm of which he is a member, or any corporation of
which he is a shareholder, officer or director, was interested in such
transaction. Nothing in this paragraph contained shall create any liability in
the events above mentioned, or prevent the authorization, ratification or
approval of such contracts or transactions in any other manner then permitted by
law, or invalidate or make voidable any contract or transaction which would be
valid without reference to the provisions of this paragraph.
ARTICLE X.
A voluntary sale, lease or exchange of all the assets of this corporation
may be authorized by it upon such terms and conditions as shall be deemed
expedient including an exchange for shares in another corporation, domestic or
foreign. If the corporation is able to meet its liabilities then matured, such
authorization shall be given at a meeting of shareholders, duly called for the
purpose by a vote of a majority of the voting power of all shareholders. If the
corporation be unable to meet its liabilities then matured, such authorization
may be given by the vote of the Board of Directors.
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Except as limited by the foregoing provisions of this article, the Board of
Directors, without consent or other action of the shareholders of the
corporation, may authorize the corporation to purchase, lease or otherwise
acquire, hold, mortgage, convey or assign in trust, pledge, sell, convey, lease
or otherwise dispose of such property, real or personal, without, as well as
within the State of Idaho, as the Board of Directors may from time to time
determine to be appropriate for the conduct of the affairs of the corporation.
IN WITNESS WHEREOF, We have hereunto set our hands and seals, in triplicate,
this 6TH day of JULY, 1954.
/s/ Piatt Hull
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/s/ R. J. Bruning
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/s/ Don C. McClary
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STATE OF IDAHO )
) as
County of Shoshone )
On this 6TH day of JULY, 1954, before me, the undersigned, a Notary Public
in and for the State of Idaho, personally appeared PIATT HULL, R.J. BRUNING AND
DON C. MCCLARY, known to me to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my Notarial Seal
the day and year in this certificate first above written.
/s/ signature
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Notary Public in and for the State of
Idaho, residing at Wallace, Idaho.
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