ARTICLES 0F INCORPORATION
OF
SNAKE RIVER PROPERTIES, INC.
KNOW ALL MEN BY THESE PRESENTS: That the undersigned incorporation having a
natural person of the age of eighteen years or more and desiring to form a body
corporate under the laws of the State of Colorado does hereby sign, verify and
deliver in duplicate to the Secretary of State of the State of Colorado, these
Articles of Incorporation:
ARTICLE I
NAME
The name of the Corporation shall be: Snake River Properties, Inc.
ARTICLE II
PERIOD OF DURATION
The Corporation shall exist in perpetuity, from and after the date of
filing these Articles of Incorporation with the Secretary of State of the State
of Colorado unless dissolved according to law.
ARTICLE III
PURPOSES AND POWERS
1. PURPOSES. Except as restricted by the & Articles of Incorporation, the
Corporation is organized for the purposes of transacting all lawful business for
which corporations may be incorporated pursuant to the Colorado Corporation
Code.
2. GENERAL POWERS. Except as restricted by these Articles of Incorporation,
the Corporation shall have and may exercise all powers and rights which a
corporation may exercise legally pursuant to the Colorado Corporation Code.
3. ISSUANCE OF SHARES. The board of directors of the Corporation may divide
and issue any class of stock of the Corporation in series pursuant to a
resolution properly filed with the Secretary of State of the State of Colorado.
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ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which this Corporation shall have authority
to issue is Seven Hundred Fifty Million (750,000,000) shares of no par value
each, which shares shall be designated "Common Stock; and Ten Million
(10,000,000) shares of no par value each, which shares shall be designated
Preferred Stock and which may be issued in one or more series at the
discretion of the Board of Directors. In establishing a series the Board of
Directors shall give to it a distinctive designation so as to distinguish it
from the shares of all other series and classes, shall fix the number of shares
in such series, and the preferences, rights and restrictions thereof. All shares
of any one series shall be alike in every particular except as otherwise
provided by these Articles of Incorporation or the Colorado Corporation Code.
1. DIVIDENDS. Dividends in cash, property or shares shall be paid upon the
Preferred Stock for any year on a cumulative or noncumulative basis as
determined by a resolution of the Board or Directors prior to the issuance of
such Preferred Stock, to the extent earned surplus for each such year is
available, in an amount as determined by a resolution at the Board of Directors.
Such Preferred Stock dividends shall be paid pro rata to holders of Preferred
Stock in any amount not less than nor more than the rate as determined by a
resolution of the Board of Directors prior to the issuance of such Preferred
Stock. No other dividend shall be paid on the Preferred Stock.
Dividends in cash, property or shares of the Corporation may be paid upon
the Common Stock, as and when declared by the board of Directors, out of funds
of the Corporation to the extent and in the manner permitted by law, except that
no Common Stock dividend shall be paid for any year unless the holders of
Preferred Stock, if any, shall receive the maximum allowable Preferred Stock
dividend for such year.
2. DISTRIBUTION IN LIQUIDATION. Upon any liquidation, dissolution or
winding up of the Corporation, and after paying or adequately providing for the
payment of all its obligations, the remainder of the assets of the Corporation
shall. be distributed, either in cash or in kind, first pro rata to the holders
of the Preferred stock until an amount to be determined by a resolution of the
Board of Directors prior to issuance of such Preferred Stock, has been
distributed per share, and, then, the remainder pro rata to the holders of the
Common Stock.
3. REDEMPTION. The Preferred Stock may be redeemed in whole or in part as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock, upon prior notice
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to the holders of record of the Preferred Stock, published, mailed and given in
such manner and form and on such other terms and conditions as may be prescribed
by the Bylaws or by resolution of the Board of Directors, by payment in cash or
Common Stock for each share of the Preferred Stock to be redeemed, as determined
by a resolution of the Board of Directors prior to the issuance of such
Preferred Stock. Common Stock used to redeem Preferred Stock shall be valued as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock. Any rights to or arising from fractional Shares shall be
treated as rights to or arising from one share. No such purchase or retirement
shall be made if the capital of the Corporation would be impaired thereby.
If less than all the outstanding shares are to be redeemed, such redemption
may be made by lot or pro rata as may be prescribed by resolution of the Board
of Directors; provided, however, that the Board of Directors may alternatively
invite from shareholders offers to the Corporation of Preferred Stock at less
than an amount to be determined by a resolution of the Board of Directors prior
to issuance of such Preferred Stock, and when such offers are invited, the Board
of Directors shall then be required to buy at the lowest price or prices
offered, up to the amount to be purchased.
From and after the date fixed in any such notice as the date of redemption
(unless default shall be made by the Corporation in the payment of the
redemption price), all dividends on the Preferred Stock thereby called for
redemption shall cease to accrue and all rights of the holders thereof as
stockholders of the Corporation, except the right to receive the redemption
price, shall cease and terminate.
Any purchase by the Corporation of the shares of its Preferred Stock shall
not be made at prices in excess of said redemption price.
4. VOTING RIGHTS; CUMULATIVE VOTING. Each outstanding Share of Common Stock
shall be entitled to one vote and each fractional share of Common Stock shall be
entitled to a corresponding fractional vote on each matter submitted to a vote
of shareholders. A majority of the shares of Common Stock entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. Except as otherwise provided by these Articles of Incorporation or
the Colorado Corporation Code, if a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders. When, with respect to any
action to be taken by shareholders of this Corporation, the laws of Colorado
require the vote or concurrence of the holders of two-thirds of the outstanding
shares, of the shares entitled to vote thereon, or of any class or series, such
action may be taken
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by the vote or concurrence of a majority or such shares or class or series
thereof. Cumulative voting shall not be allowed in the election of directors of
this Corporation.
Shares of Preferred Stock shall only be entitled to such vote as is
determined by the Board of Directors prior to the issuance of such stock, except
as required by law, in which case each share of Preferred Stock shall be
entitled to one vote.
5. DENIAL OF PREEMPTIVE RIGHTS. No holder of any shares of the Corporation,
whether now or hereafter authorized, shall have any preemptive or preferential
right to acquire any shares or securities of the Corporation, including shares
or securities held in the treasury of the Corporation.
6. CONVERSION RIGHTS. Holders of shares of Preferred Stock may be granted
the right to convert such Preferred Stock to Common Stock of the Corporation on
such terms as may be determined by the Board of Directors prior to issuance of
such Preferred Stock.
ARTICLE V
TRANSACTIONS WITH INTERESTED DIRECTORS
No contract or other transaction between the Corporation and one or more of
its directors or any other corporation, firm, association, or entity in which
one or more of its directors are directors or officers or are financially
interested shall be either void or voidable solely because of such relationship
or interest or solely because such directors are present at the meeting of the
board of directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction or solely because their votes are counted
for such purpose if:
(a) The fact of such relationship or interest is disclosed or known to
the board of directors or committee which authorizes, approves, or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve, or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable to the
corporation.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the board of directors or a committee thereof which
authorizes, approves, or ratifies such contract or transaction.
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ARTICLE VI
CORPORATE OPPORTUNITY
The officers, directors and other members of management of this Corporation
shall be subject to the doctrine of corporate opportunities" only insofar as it
applies to business opportunities in which this Corporation has expressed an
interest as determined from time to time by this Corporations board of
directors as evidenced by resolutions appearing in the Corporations minutes.
Once such areas of interest are delineated, all such business opportunities
within such areas of interest which come to the attention of the officers,
directors, and other members of management of this Corporation shall be
disclosed promptly to this Corporation and made available to it. The board of
directors may reject any business opportunity presented to it and. thereafter
any officer, director or other member of management may avail himself of such
opportunity. Until such time as this Corporation, through its board of
directors, has designated an area of interest, the officers, directors arid
other members of management of this Corporation shall be free to engage in such
areas of interest on their own and this doctrine shall not limit the rights of
any officer, director or other member of management of this Corporation to
continue a business existing prior to the time that such area of interest is
designated by the Corporation. This provision shall not be construed to release
any employee of this Corporation (other than an officer, director or member of
management) from any duties which he may have to this Corporation.
ARTICLE VII
INDEMNIFICATION
The Corporation may indemnify any director, officer, employee, fiduciary,
or agent of the Corporation to the full extent permitted by the Colorado
Corporation Code as in effect at the time of the conduct by such person.
ARTICLE VIII
AMENDMENTS
The Corporation reserves the right to amend its Articles of Incorporation
from time to time in accordance with the Colorado Corporation Code.
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ARTICLE IX
ADOPTION AND AMENDMENT OF BYLAWS
The initial Bylaws of the Corporation shall be adopted by its board of
directors. Subject to repeal or change by action of the shareholders, the power
to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the
board of directors. The Bylaws may contain any provisions for the regulation and
management of the affairs of the Corporation not inconsistent with law or these
Articles of Incorporation.
ARTICLE X
REGISTERED OFFICE AND REGISTERED AGENT
The address of the Initial registered office of the Corporation is 1616
Seventeenth Street, Suite 362, Denver, Colorado 80202, and the name of the
initial registered agent at such address is Kenneth J. Wolf. Either the
registered office or the registered agent may be changed in the manner permitted
by law.
ARTICLE XI
INITIAL BOARD OF DIRECTORS
The number of directors of the Corporation shall be fixed by the Bylaws of
the Corporation, with the provision that there need be only as many directors as
there are shareholders in the event that the outstanding shares are held of
record by fewer than three shareholders. The initial board of directors of the
Corporation shall consist of one (1) director. The name and address of the
person who shall serve as a director until the first annual meeting of
shareholders and until his successor is elected and shall qualify is as follows:
NAME ADDRESS
---- -------
Kenneth J. Wolf 1616 Seventeenth Street
Suite 362
Denver, Colorado 80202
ARTICLE XII
LIMITATION OF LIABILITY OF
DIRECTORS TO CORPORATIONS AND SHAREHOLDERS
No director shall be liable to the Corporation or any shareholder for
monetary damages for breach of fiduciary duty as a director, except for any
matter in respect of which such director (a) shall be liable under C.R.S.
Section 7-5-114 or any amendment thereto or successor provision thereto; (b)
shall have breached the directors duty of loyalty to the Corporation or its
shareholders; (c) shall have not acted in good faith or, in failing to act,
shall not have acted in good faith: (d) shall have acted or failed to act
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in a manner involving intentional misconduct or a knowing violation of law; or
(e) shall have derived an improper personal benefit. Neither the amendment nor
repeal of this Article, nor the adoption of any provision in the Articles of
Incorporation inconsistent with this Article, shall eliminate or reduce the
effect of this Article in respect of any matter occurring prior to such
amendment, repeal or adoption of an inconsistent provision. This Article shall
apply to the full extent now permitted by Colorado law or as may be permitted in
the future by changes or enactments in Colorado law, including without
limitation C.R.S. Section 7-2-102 and/or C.R.S. Section 7-3-101.
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator is as follows:
NAME ADDRESS
---- -------
Jon D. Sawyer 511 Sixteenth Street
Suite 400
Denver, Colorado 80202
IN WITNESS WHEREOF, the above-named incorporator has signed these Articles
of Incorporation this 6th day of June, 1989.
/s/ Jon D. Sawyer
-----------------
Jon D. Sawyer
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SNAKE RIVER PROPERTIES, INC.
ARTICLE XI
BOARD OF DIRECTORS
The number of directors of the Corporation shall be fixed by the Bylaws of
the Corporation, with the provision that there need be only as many directors as
there are shareholders in the event that the outstanding shares are held of
record by fewer than three shareholders. The initial board of directors of the
corporation shall consist of one (1) director. The name and address of the
person who shall serve as a director until the first annual meeting of
shareholders and until his successor is elected and shall qualify is as follows:
NAME ADDRESS
---- -------
Mark Moniak 18577 Caminito Pasadero, #420
San Diego, California 92128
