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EXHIBIT 3.1
SECRETARY OF STATE
[STATE OF NEVADA SEAL]
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that BLACKFOOT ENTERPRISES, INC. did on JULY 10, 1996 file in
this office the original Articles of Incorporation; that said Articles are now
on file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the Great Seal of State, at my office, in
Carson City, Nevada, on July 11, 1996.
/s/ DEAN HELLER
Secretary of State
[STATE OF NEVADA SEAL]
By /s/ SANDRA F. PESTANA
Certification Clerk
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 10 1996
DEAN HELLER SECRETARY OF STATE
/s/ DEAN HELLER
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No. 14843-96
ARTICLES OF INCORPORATION
OF
BLACKFOOT ENTERPRISES, INC.
A NEVADA CORPORATION
I, the undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under the General Corporation Laws of the
State of Nevada, to do business both within and without the State of Nevada, do
make and file these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are true:
ARTICLE I
NAME
The name of the corporation is BLACKFOOT ENTERPRISES, INC.
ARTICLE II
RESIDENT AGENT & REGISTERED OFFICE
Section 2.01. Resident Agent. The name and address of the Resident Agent
for service of process is Nevada Corporate Headquarters, Inc., 5300 West Sahara,
Suite 101, Las Vegas, Nevada 89102. Mailing Address: P.O. Box 27740, Las Vegas,
NV 89126.
Section 2.02. Registered Office. The address of its Registered Office is
5300 West Sahara, Suite 101, Las Vegas, Nevada 89102.
Section 2.03. Other Offices. The Corporation may also maintain offices for
the transaction of any business at such other places within or without the
State of Nevada as it may from time to time determine. Corporate business of
every kind and nature may be conducted, and meetings of directors and
stockholders held outside the State of Nevada with the same effect as if in the
State of Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class. The total number of shares of authorized
capital stock of the Corporation shall consist of a single class of twenty-five
thousand (25,000) shares of common stock, no par value.
The Common Stock may be issued from time to time without action by the
stockholders. The Common Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.
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The Board of Directors may issue such shares of Common Stock in one or
more series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.
Section 4.02. No Preemptive Rights. Holders of the Common Stock of the
corporation shall not have any preference, preemptive right, or right of
subscription to acquire any shares of the corporation authorized, issued or
sold, or to be authorized, issued or sold, and convertible into shares of the
Corporation, nor to any right of subscription thereto, other than to the
extent, if any, the Board of Directors may determine from time to time.
Section 4.03. Non-Assessability of Shares. The Common Stock of the
corporation, after the amount of the subscription price has been paid, in
money, property or services, as the directors shall determine, shall not be
subject to assessment to pay the debts of the corporation, nor for any other
purpose, and no stock issued as fully paid shall ever be assessable or
assessed, and the Articles of Incorporation shall not be amended in this
particular.
ARTICLE V
DIRECTORS
Section 5.01. Governing Board. The members of the Governing Board of the
Corporation shall be styled as directors.
Section 5.02. Initial Board of Directors. The initial Board of Directors
shall consist of one (1) member. The name and address of the initial member of
the Board of Directors is as follows:
NAME ADDRESS
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Cort W. Christie P.O. Box 27740
Las Vegas, Nevada 89126
This individual shall serve as Director until the first annual meeting of the
stockholders or until his successor(s) shall have been elected and qualified.
Section 5.03. Change in Number of Directors. The number of directors may
be increased or decreased by a duly adopted amendment to the Bylaws of the
corporation.
ARTICLE VI
INCORPORATOR
The name and address of the incorporator is Nevada Corporate Headquarters,
Inc., P.O. Box 27740, Las Vegas, Nevada 89126.
ARTICLE VII
PERIOD OF DURATION
The corporation is to have a perpetual existence.
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ARTICLE VIII
DIRECTORS' AND OFFICERS' LIABILITY
A director or officer of the corporation shall not be personally liable to
this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the
unlawful payment of distributions. Any repeal 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 corporation for acts or omissions prior to such repeal or
modification.
ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith.
Such right of indemnification shall be a contract right which may be enforced
in any manner desired by such person. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire, and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any by-law, agreement, vote of stockholders, provision
of law, or otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the stockholders or
Board of Directors may adopt by-laws from time to time with respect to
indemnification, to provide at all times the fullest indemnification permitted
by the laws of the State of Nevada, and may cause the corporation to purchase
and maintain insurance on behalf of any person who is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprises
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
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The indemnification provided in this Article shall continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such person.
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.03 which
cannot be amended, this corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation or its
Bylaws, in the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
In furtherance and not in limitation of the powers conferred by statute
the Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the stockholders, to make,
alter or repeal the Bylaws of the corporation;
(2) To authorize and cause to be executed mortgages and liens, with or
without limit as to amount, upon the real and personal property of the
corporation;
(3) To authorize the guaranty by the corporation of securities, evidences
of indebtedness and obligations of other persons, corporations and business
entities;
(4) To set apart out of any of the funds of the corporation available for
distributions a reserve or reserves for any proper purpose and to abolish any
such reserve;
(5) By resolution, to designate one or more committees, each committee to
consist of at least one director of the corporation, which, to the extent
provided in the resolution or in the Bylaws 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, and may authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the Bylaws of the
corporation or as may be determined from time to time by resolution adopted by
the Board of Directors; and
(6) To authorize the corporation by its officers or agents to exercise
all such powers and to do all such acts and things as may be exercised or done
by the corporation, except and to the extent that any such statute shall
require action by the stockholders of the corporation with regard to the
exercising of any such power or the doing of any such act or thing.
In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
corporation, except as otherwise provided herein and by law.
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IN WITNESS WHEREOF, I have hereunto set my hand this 1ST day of JULY, 1996,
hereby declaring and certifying that the facts stated hereinabove are true.
/s/ CORT W. CHRISTIE
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Cort W. Christie
(For Nevada Corporate Headquarters, Inc.)
ACKNOWLEDGEMENT
STATE OF NEVADA)
)SS:
COUNTY OF CLARK)
On the 1ST day of JULY, 1996, personally appeared before me, a Notary
Public (or judge or other authorized person, as the case may be), CORT W.
CHRISTIE, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that he/she executed the same in his/her authorized
capacity, and that by his/her signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.
(Notary Stamp) /s/ [SIGNATURE ILLEGIBLE]
---------------------------------------
NOTARY PUBLIC in and for
said County and State
NOTARY PUBLIC
STATE OF NEVADA
County of Clark
STACY CHRISMAN
My Appointment Expires
March 6, 1999
I, NEVADA CORPORATE HEADQUARTERS, INC. hereby accept as Resident Agent for the
previously named Corporation.
JULY 1ST, 1996. [SIGNATURE ILLEGIBLE]
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Office Administrator
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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.
JUL 10 '96
/s/ DEAN HELLER
DEAN HELLER
Secretary of State
By /s/ SANDRA F. PESTANA
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FILED # C-14843-96
APR 24 2000
IN THE OFFICE OF
/s/ DEAN HELLER
DEAN HELLER SECRETARY OF STATE
Filed by:
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
We the undersigned JOHANN RATH, President
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President or Vice President
TERRI RUSSO, Secretary of BLACKFOOT ENTERPRISES, 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 13th day of April, 2000, adopted a resolution to amend
the original articles as follows:
RESOLVED: That Article IV, Section 4.01 of the Articles of Incorporation
be amended to read in full as follows:
"Section 4.01 - Number and Class. 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 Section 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 13th day of April, 2000 at Orange County, California.
/s/ JOHANN RATH
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Johann Rath
President
[STAMP ILLEGIBLE]
/s/ TERRI RUSSO
-------------------------
Terri Russo
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
DEAN HELLER
Secretary of State
By /s/ [Signature Illegible]
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