CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF BUCKAROOM, INC.
We the undersigned, David Williams, President and Christine Williams,
Secretary of Buckaroom, Ind., do herely certify; that the Board of Directors of
said Corporation at a meeting duty convened, held on the 3rd day of July, 2000
adopted a resolution to amend the original articles as follows;
Article one which presently reads as follows:
ARTICLE I
Corporate Name
The same of the Corporation shall be Buckaroom, Inc.,
It hereby amended to read as follows:
ARTICLE I
The name of the Corporation shall be Shaft, Inc.
Article four which presently reads as follows:
ARTICLE IV
Stock
The total authorized shares of stock of this Corporation shall be two
thousand five hundred, no par value.
Is hereby amended to read as follows:
ARTICLE IV
Authorized Capital Stock
The total authorized capital stock of the Corporation is 100,000,000
shares of Common Stock, with a par value of $0.001 (1 mil). All stock when
issued shall be deemed fully paid and nonassesable. No cumulative voting, on any
matter to which Stockholders shall be entitled to vote, shall be allowed for any
purpose.
The authorized stock of this corporation may be issued at each time,
upon such terms and condition and for such convidaration as the Board of
Directors shall, from time to time, determine. Shareholders shall not have
pre-ampitve rights to acquire unissued shares of the stock of this Corporation.
<PAGE>
Article six which presently reads as follows:
ARTICLE VI
Directors
The number of Directors may change from time to time, be increamed in
such manner as shall be provided in the By-Laws of the Corporation, but the
number shall not be reduced to less than one and the stockholders will be two.
Is hereby amended to read as follows:
ARTICLE VI
Directors
The Directors are hereby granted the authority to do any act on behalf
of the Corporation as may be allow by law. Any action taken in good faith, shall
be deemed as appropriate and in each instance where the Business Corporation Act
provides that the Director may act in certain instances where the Articles of
Incorporation so authorize, such action by the Directors, shall be deemed to
exist to these Articles and the authority granted by said Act shall be imputed
hereto without the same specifically having been enumerated herein.
The Board of Directors may consist of from one (1) to nine (9)
directors, as determined, from time to time, by the then existing Board of
Directors.
THE FOLLOWING NEW ARTICLES ARE HEREBY ADOPTED
---------------------------------------------
ARTICLE NINE
COMMON DIRECTORS
As provided by Nevada Revised Statutes 78,140,without repeating the
section in full here, the same is adopted and no contract or other transaction
between this Corporation and any of the officers, agents or directors shall be
deemed void or voidable solely for that reason. The balance of the provisions of
the code section cited, as it now exists, allowing such transactions, is hereby
incorporated in this Article as tough more fully set-forth, and such Articles
shall be read and interpreted to provide the greatest latitude in its
application.
ARTICLE TEN
LIABILITY OF DIRECTORS AND OFFICERS
No Directors, Officer or Agent, to include counsel, shall be personally
liable to the Corporation or its Stockholder for monetary damage for any breach
shall be prostituted that in accepting the position as an Officer, Director,
Agent or Counsel, said individual relied upon and acted in reliance upon the
terms and protections provided for by this Article. Norwithstanding this
foregoing sentences, a person specifically covered by this Article, shall be
liable to the content provided by applicable law, for acts or omissions which
involve inventional misconduct, fraud or a knowing violation of law, or for the
payment of dividends in violations of NRS 78.300.
ARTICLE ELEVEN
ELECTION REGARDING NR 78.378 - 78.3793 AND 78.411 - 78.444
This corporation shall NOT be governed by nor shall the provisions of
NRS 78.378 through and including 78.3793 and NRS783411 through and including
78.444 in any way whatsoever affect the management, operation or be applied in
this Corporation. This Article may only be amended by a majority vote of not
less than 90% of the then issued and outstanding shares of the Corporation. A
quorum of outstanding share for voting on an Amendment to this article shall not
be met unless 95% or more of the issued and outstanding shares are present at a
properly called and noticed meeting of the Stockholders. The super-majority
set-forth in this Article only applies to any attempted amendment to this
Article.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 494,000; that the mid
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.
/s/ David Williams
President
/s/ Christine Williams
Secretary/Treasurer
State of Utah
County of Salt Lake
On 3 July, 2000 personally appeared before me, a Notary Public, David Williams
and Christine Williams who acknowledged that they executed the above instrument.
<PAGE>
Notary Public
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
BUCKAROOM, INC.
A Nevada Corporation
The undersigned, being the president and secretary of Buckaroom, Inc.,
Nevada corporation, hereby certify that by majority vote of the board of
directors and majority vote of the stockholders at a meeting held on July 3,
2000, it was agreed by unanimous vote that this CERTIFICATE AMENDING ARTICLES OF
INCORPORATION be fled.
The undersigned further certify that the original Articles of
Incorporation of Buckaroom, Inc., were fled with the Secretary of State of
Nevada on the March 9, 1990. The undersigned further certify that Buckaroom of
the Articles of Incorporation fled on the 9th day of March, 1990 herein is
amended to read as follows: The name of the corporation is: Shaft, Inc.
The undersigned hereby certify that they have executed this Certificate Amending
the Article of Incorporation heretofore fled with the Secretary of State of
Nevada.
DATED this 3rd day of July, 2000.
/s/ David Williams
President
/s/ Christine Williams
Secretary
<PAGE>
STATE OF NEVADA
Secretary of State
I hereby certify that this is a true and complete copy of the document was filed
in this office.
JUL 24 '00
/s/ Dean Heller
Secretary of State
<PAGE>
ARTICLES OF INCORPORATIONS
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated ourselves
for the purpose of forming a corporation under and pursuant of the laws of the
State of Nevada, and we do certify:
I
The name of the Corporation shall be Buckaroom Inc..
II
The principal office and place of business of the corporation shall be
located at 5130 E. Charleston Blvd. St. 5B., Las Vegas, Nv. Offices for the
transaction of any business of the corporation may be established and maintained
in any other part of the State or Nevada, or in any other state, territory or
possession of the United States, or in any foreign Country.
III
The nature of the business and the objects and purposes to be transacted
promoted and carried on by the corporation are and shall continue to be and to
mangage n any lawful activity and to have exercise all if the powers conferred
upon said corporation by the laws of the State of Nevada, formed under and
pursuant to and under which this corporation is formed, as such laws are now in
effect, or may at any time hereafter be enacted or amended.
IV
The total authorized shares of stock of this corporation shall be two
thousand five hundred, no par value.
V
The members of the governing board of this corporation shall be named
Directors. The first board of directors shall consist of two members and whose
name and address if Chanry M. Kellogg. 5130 E. Charleston Blvd. St. 5B, Las
Vegas Nv, and Joe Tajalle, 5130 E. Charleston Blvd. St. 5B, Las Vegas Nv, such
directors shall hold office until their successors are duly elected and
qualified.
VI
The number of directors may changed from time to time, be increased in such
manner as shall be provided in the by-laws of the corporation, but the number
shall not be reduced to less than one and the stockholders will be two.
VII
The private property of the stockholders shall not be liable for the debts
and liabilities of the corporation.
VIII
The corporation shall have perpetual existence.
In witness whereof, the undersigned have hereunto set hand this 15th day of
Feb. 1990.
/s/Chanry M. Kellogg
Incorporator
/s/ Joe Tajalle
Incorporator
<PAGE>
STATE OF NEVADA )
) SS
COUNTY OF CLARK )
On this 15 day of Feb. 1990, before me the undersigned Notary
Public in and for said county and state, personally appeared the Person Chanry
M.Kellogg known to me to be the Person by proof identification, in the aboved
corporation and the person described and who executed the foregoing instrument
and duly acknowledged to me and executed the same freely and voluntarily and for
the purpose herein mentioned. The above did appear before me and acknowledged
that the forgoing is true and correct.
Witness my hand and official seal.
Notary
STATE OF NEVADA )
)SS
COUNTY OF CLARK )
On this 21 day of Feb. 1990, before me the undersigned a
Notary Public in and for said county and state, personally appeared the Person
Joe Tajalle known to me to be the Person by proof of identification, in the
aboved corporation and the person described and who executed the forgoing
instrument and duly acknowledged to me and executed the same freely and
voluntarily and for the purpose herein mentioned. The above did appear witness
my hand and official seal.
Notary
