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EXHIBIT 3.1
FILED IN THE OFFICE OF THE RECEIPT NO. F49800021534
SECRETARY OF STATE OF THE LAUGHLIN ASSOC. INC.
STATE OF NEVADA 10/15/1997
OCT 24 1997 REC'D BY TN $125.00
NO. C23659-1997
/s/ DEAN HELLER
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DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
HUILE' OIL & GAS, INC.
FIRST: The name of the corporation is:
HUILE' OIL & GAS INC.
SECOND: Its registered office in the state of Nevada is located at
2533 North Carson Street, Carson City, Nevada 89706 that this Corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD: The objects for which this Corporation is formed are: To engage
in any lawful activity, including but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon
corporations any by existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
(C) Shall have power to have succession by its corporate name for the
period limited in its certificates or Articles of Incorporation and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and to be sued in any court of law or equity.
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(E) Shall have power to make contracts.
(F) Shall have power to hold purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its franchises.
The power to hold real and personal estate shall include the power or take same
devise or bequest in the State of Nevada, or in any other state, territory or
country.
(G) Shall have power to appoint such officers and agents as the affairs
of the Corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not consistent with the constitution
or laws of the United States, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of meetings
of its shareholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of the seal or stamp by the Corporation on any
corporate documents is not necessary. The Corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in any way affect the legality
of the document.
(K) Shall have power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
rights, privileges or franchises, or any other lawful purpose of its
incorporation: to issue bonds, promissory notes, bills of exchange, debentures
and other obligations and evidences of indebtedness, payable at a specified
time or times, or payable upon the happening of a specific event or events,
whether secured by mortgage, pledge or otherwise, or unsecured, for money
borrowed, or in payment for property purchased, or acquired, or
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for any other lawful object.
(L) Shall have power to guarantee, purchase, hold sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
capital stock, and use therefore its capital, capital surplus, surplus, or
other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any other of the several states, territories, possessions and
dependencies of the United States, the District of Columbia and any foreign
countries.
(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or Articles of
Incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the Corporation and in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
Corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or Articles of Incorporation of the Corporation,
or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable scientific or educational purposes.
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(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with the lawful activities as may be allowed by
law.
FOURTH: That the total number of common stock shares
authorized that may be issued by the Corporation is TWENTY-FIVE THOUSAND
(25,000) shares of stock without nominal or par value. Said shares may be
issued by the Corporation from time to time for such considerations as may be
fixed by the Board of Directors.
FIFTH: 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 By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name and address of the first Board of Directors,
which shall be one (1) in number, is as follows:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Paul W. Andre 44-489 Town Center Way, Suite D-401
Palm Desert, California 92260-2723
</TABLE>
SIXTH: 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.
SEVENTH: The name and address of the Incorporator signing the
Articles of Incorporation is as follows:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Paul W. Andre 44-489 Town Center Way, Suite D-401
Palm Desert, California 92260-2723
</TABLE>
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EIGHTH: The Resident Agent for this operation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and the registered or statutory address of this
corporation in the State of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH: The corporation is to have perpetual existence.
TENTH: In furtherance and not in limitation of the owners conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter or amend the By-Laws 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 of Directors,
to designate one of more, committees, each committee to consist of one or more
of the directors of the Corporation, which, to the extent provided in the
resolution, or in the By-Laws 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. Such committee or committees, shall have such name,
or names, as may be stated in the By-Laws 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 the Stockholders
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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 the
power and authority at any meeting to sell, lease or exchange all of the
property and assets of the Corporation, including its goodwill and its
corporate franchises, upon such terms and conditions as its Board of Directors
deems expedient and for the best interests of the Corporation.
ELEVENTH: No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible may be issued or disposed of by the Board of Directors
to such persons and on such terms as in its discretion it shall deem advisable.
TWELFTH: No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer: provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any appeal or modification of this Article by the
Stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of the
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Corporation for the acts or omissions prior to such repeal or modifications.
THIRTEENTH: 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.
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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 are true, and accordingly have
hereunto set my hand this 13 day of October 1997.
/s/ PAUL W. ANDRE
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PAUL W. ANDRE
On this 13th day October 1997, before me, Wendee L. Correia a Notary
Public, personally appeared Paul W. Andre, personally known to me to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by his signature
on this instrument the person, or entity upon behalf of which the person acted,
executed this instrument.
WITNESS my hand and official seal.
/s/ WENDEE L. CORREIA
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NOTARY PUBLIC
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WENDEE L. CORREIA
[SEAL] NOTARY PUBLIC-NEVADA
Appt. Recorded in CARSON CITY
My Appt. Exp. April 9, 2001
No. [Illegible]
===================================
(Notarial Seal)
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
I, LAUGHLIN ASSOCIATES, INC. hereby accept appointment as Resident Agent of
HUILE' OIL & GAS, INC. the previously named Corporation.
Wendee L. Correia Customer Service Sp 10-13-97
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Name Title Date
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STATE OF NEVADA
SECRETARY OF STATE
I HEREBY CERTIFY THAT THIS IS A TRUE AND COMPLETE COPY OF THE DOCUMENT AS FILED
IN THIS OFFICE.
OCT 12 '99
/s/ DEAN HELLER
DEAN HELLER
SECRETARY OF STATE
By: /s/ JOANN LARSON
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FILED #C-23659-99
APR 24 2000
IN THE OFFICE OF
/s/ DEAN HELLER
DEAN HELLER SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
Filed by:
HUILE' OIL & GAS, INC.
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Name of Corporation
We the undersigned ROBERT O. HASSAN, JR., President
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President or Vice President
TRICIA A. WILLIS, Secretary of HUILE' OIL & GAS, INC.
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Secretary or Assistant Secretary Name of Corporation
do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 5th day of April, 2000, adopted a resolution to amend the
original articles as follows:
RESOLVED: That Article FOURTH of the Articles of Incorporation be amended
to read in full as follows:
"FOURTH: That the total number of shares of stock which the Corporation
shall have authority to issue is Twenty-Five Million (25,000,000). The par
value of each of such shares is $.001. All such shares are one class and
are shares of Common Stock. Upon the amendment of this Article to read as
hereinabove set forth, each one (1) outstanding shares is split,
reconstituted and converted into one hundred (100) shares."
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 21,000; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
I declare under penalty of perjury that the foregoing is true and correct.
Executed this 5th day of April, 2000 at San Diego County, California.
/s/ ROBERT O. HASSAN, JR.
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ROBERT O. HASSAN, JR.
President
/s/ TRICIA A. WILLIS
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TRICIA A. WILLIS
Secretary
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_______________________________
STATE OF NEVADA
SECRETARY OF STATE
I HEREBY CERTIFY THAT THIS IS A
TRUE AND COMPLETE COPY OF
THE DOCUMENT AS FILED IN THIS
OFFICE.
APR 24 '00
/s/ DEAN HELLER
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DEAN HELLER
SECRETARY OF STATE
_______________________________
