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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
CAMCAP, INC.
The undersigned, who, if a natural person, is eighteen years of age or
older, hereby establishes a corporation pursuant to the Colorado Business
corporation Act as amended and adopts the following Articles of Incorporation:
FIRST: The name of the corporation is CamCap, Inc.
SECOND: The corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter conferred upon corporations organized
under the laws of Colorado. In addition, the corporation may do everything
necessary, suitable or proper for the accomplishment of any of its corporate
purposes. The corporation may conduct part or all of its business in any part of
Colorado, the United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.
THIRD: (a) The aggregate number of shares which the corporation shall
have authority to issue is 50,000,000 shares of common stock, par value of
$.001, and 1,000,000 shares of preferred stock, par value, $.001 per share.
(b) The board of directors of the corporation is hereby
expressly authorized, by resolution or resolutions, to provide, out of the
unissued shares of preferred stock, for the issuance of one or more series of
preferred stock, with such voting powers, if any, and with such designations,
preferences, limitations and relative rights, and qualifications, limitations or
restrictions thereof, as shall be expressed in the resolution or resolutions
providing for the issuance thereof adopted by the board of directors, including,
without limiting the generality of the foregoing, the following:
(1) The designation of such series, the number of
shares to constitute such series and the stated value thereof if different from
the par value thereof;
(2) whether the shares of such series shall have
voting rights, in addition to any voting rights provided by law, and, if so, the
terms of such voting rights, which may be general or limited;
(3) the dividends, if any, payable on such series,
whether any such dividends shall be cumulative, and, if so, from what dates, the
conditions and dates upon which such dividends shall be payable, the preference
or relation which such dividends shall bear to the dividends payable on any
shares of stock of any other class or any other series of this class;
(4) whether the shares of such series shall be
subject to redemption by the corporation, and, if so, the times, prices and
other terms and conditions of such redemption;
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(5) the amount or amounts payable upon shares of such
series upon, and the rights of the holders of such series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any distribution of
the assets, of the corporation;
(6) whether the shares of such series shall be
subject to the operation of a retirement or sinking fund and, if so, the extent
to and manner in which any such retirement or sinking fund shall be applied to
the purchase or redemption of the shares of such series for retirement or other
corporate purposes and the terms and provisions relative to the operation
thereof;
(7) whether the shares of such series shall be
convertible into, or exchangeable for, shares of stock of any other class or
classes or of any other series of this class or any other class or classes of
capital stock and, if so, the price or prices or the rate or rates of conversion
or exchange and the method, if any, of adjusting the same, and any other terms
and conditions of such conversion or exchange;
(8) the limitations and restrictions, if any, to be
effective while any shares of such series are outstanding upon the payment of
dividends or the making of other distributions on, and upon the purchase,
redemption or other acquisition by the corporation of, the common stock or
shares of stock of any other class or any other series of this class; and
(9) the conditions or restrictions, if any, upon the
creation of indebtedness of the corporation or upon the issue of any additional
stock, including additional shares of such series or of any other series of this
class or of any other series of this class or of any other class or classes.
The powers, preferences and relative participating, optional and
other special rights of each series of preferred stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
preferred stock shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall be cumulative.
(c) Cumulative voting shall not be permitted in the election of
directors or otherwise.
(d) Unless otherwise ordered by a court of competent
jurisdiction, at all meetings of shareholders one-third of the shares of a
voting group entitled to vote at such meeting, represented in person or by
proxy, shall constitute a quorum of that voting group.
FOURTH: The number of directors of the corporation shall be fixed by
the bylaws, or if the bylaws fail to fix such a number, then by resolution
adopted from time to time by the board of directors, provided that the number of
directors shall not be more than nine nor less than one. Four directors shall
constitute the initial board of directors. The following persons are elected to
serve as the corporation's initial directors until the first annual meeting of
shareholders or until their successors are duly elected and qualified:
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<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
John H. Altshuler 18 Blue Heron Drive West
Littleton, Colorado 80121
Scott Menefee 971 Garfield Street
Denver, Colorado 80206
Gregory Pusey 8101 East Dartmouth, #58
Denver, Colorado 80231
Donald E. Yager 3200 West 72nd
Westminster, Colorado 80030
</TABLE>
FIFTH: The street address of the initial registered office of the
corporation is 8101 East Dartmouth, #58, Denver, Colorado 80231. The name of the
initial registered agent of the corporation at such address is Gregory Pusey.
SIXTH: The address of the initial principal office of the corporation
is 8101 East Dartmouth, #58, Denver, Colorado 80231.
SEVENTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the corporation, and the same
are in furtherance of and not in limitation or exclusion of the powers conferred
by law.
(a) CONFLICTING INTEREST TRANSACTIONS. As used in this
paragraph, "conflicting interest transaction" means any of the following: (i) a
loan or other assistance by the corporation to a director of the corporation or
to an entity in which a director of the corporation is a director or officer or
has a financial interest, (ii) a guaranty by the corporation of an obligation of
a director of the corporation or of an obligation of an entity in which a
director of the corporation is a director or officer or has a financial
interest; or (iii) a contract or transaction between the corporation and a
director of the corporation or between the corporation and an entity in which a
director of the corporation is a director or officer or has a financial
interest. No conflicting interest transaction shall be void or voidable, be
enjoined, be set aside, or give rise to an award of damages or other sanctions
in a proceeding by a shareholder or by or in the right of the corporation,
solely because the conflicting interest transaction involves a director of the
corporation or an entity in which a director of the corporation is a director or
officer or has a financial interest, or solely because the director is present
at or participates in the meeting of the corporation's board of directors or of
the committee of the board of directors which authorizes, approves or ratifies a
conflicting interest transaction, or solely because the director's vote is
counted for such purpose if: (A) the material facts as to the director's
relationship or interest and as to the conflicting interest transaction are
disclosed or are known to the board of directors or the committee, and the board
of directors or committee in good faith authorizes, approves or ratifies the
conflicting interest transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors are less than a
quorum; or (B) the material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the conflicting transaction is
specifically authorized, approved or ratified in good faith by a vote of the
shareholders; or (C) a conflicting interest transaction is fair as to the
corporation as of the time it is authorized, approved or ratified by the board
of directors, a committee thereof, or the shareholders. Common or interested
directors may be
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counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes, approves or ratifies the
conflicting interest transaction.
(b) LOANS AND GUARANTIES FOR THE BENEFIT OF DIRECTORS. Neither
the board of directors nor any committee thereof shall authorize a loan by the
corporation to a director of the corporation or to an entity in which a director
of the corporation is a director or officer or has a financial interest, or a
guaranty by the corporation of an obligation of a director of the corporation or
of an obligation of an entity in which a director of the corporation is a
director or officer or has a financial interest, until at least ten days after
written notice of the proposed authorization of the loan or guaranty has been
given to the shareholders who would be entitled to vote thereon if the issue of
the loan or guaranty were submitted to a vote of the shareholders. The
requirements of this paragraph (b) are in addition to, and not in substitution
for, the provisions of paragraph (a) of Article SEVENTH.
(c) INDEMNIFICATION. The corporation shall indemnify, to the
maximum extent permitted by law, any person who is or was a director, officer,
agent, fiduciary or employee of the corporation against any claim, liability or
expense arising against or incurred by such person made party to a proceeding
because he is or was a director, officer, agent, fiduciary or employee of the
corporation or because he is or was serving another entity as a director,
officer, partner, trustee, employee, fiduciary or agent at the corporation's
request. The corporation shall further have the authority to the maximum extent
permitted by law to purchase and maintain insurance providing such
indemnification.
(d) LIMITATION ON DIRECTOR'S LIABILITY. No director of this
corporation shall have any personal liability for monetary damages to the
corporation or its shareholders for breach of his fiduciary duty as a director,
except that this provision shall not eliminate or limit the personal liability
of a director to the corporation or its shareholders for monetary damages for:
(i) any breach of the director's duty of loyalty to the corporation or its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) voting for or
assenting to a distribution in violation of Colorado Revised Statutes Section
7-106-401 or the articles of incorporation if it is established that the
director did not perform his duties in compliance with Colorado Revised Statutes
Section 7-108-401, provided that personal liability of a director in this
circumstance shall be limited to the amount of the distribution which exceeds
what could have been distributed without violation of Colorado Revised Statutes
Section 7-106-401 or the articles of incorporation; or (iv) any transaction from
which the director directly or indirectly derives an improper personal benefit.
Nothing contained herein will be construed to deprive any director of his right
to all defenses ordinarily available to a director nor will anything herein be
construed to deprive any director of any right he may have for contribution from
any other director or other person.
(e) NEGATION OF EQUITABLE INTERESTS IN SHARES OR RIGHTS.
Unless a person is recognized as a shareholder through procedures established by
the corporation pursuant to Colorado Revised Statutes Section 7-107-204 or any
similar law, the corporation shall be entitled to treat the registered holder of
any shares of the corporation as the owner thereof for all purposes permitted by
the Colorado Business corporation Act, including, without limitation, all rights
deriving from such shares, and the corporation shall not be bound to recognize
any equitable or other claim to, or interest in, such shares or rights deriving
from such shares on the part of any other person including, without limitation,
a purchaser, assignee or transferee of such shares, unless and until such other
person becomes the registered holder of such shares or is recognized as such,
whether or not the corporation shall have either actual or constructive notice
of the claimed interest of such other person. By way of
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example and not of limitation, until such other person has become the registered
holder of such shares or is recognized pursuant to Colorado Revised Statutes
Section 7-107-204 or any similar applicable law, he shall not be entitled: (i)
to receive notice of the meetings of the shareholders; (ii) to vote at such
meetings; (iii) to examine a list of the shareholders; (iv) to be paid dividends
or other distributions payable to shareholders; or (v) to own, enjoy and
exercise any other rights deriving from such shares against the corporation.
Nothing contained herein will be construed to deprive any beneficial
shareholder, as defined in Colorado Revised Statutes Section 7-113-101(1), of
any right he may have pursuant to Article 113 of the Colorado Business
corporation Act or any subsequent law.
EIGHTH: The name and address of the incorporator is:
Robert M. Bearman
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
DATED the 15th day of August, 2000.
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Robert M. Bearman, Incorporator
Gregory Pusey hereby consents to the appointment as the initial
registered agent for CamCap, Inc.
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Initial Registered Agent
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