EXHIBIT 3.1
ARTICLES OF INCORPORATION
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ARTICLES OF INCORPORATION
OF
Shogi, Inc.
KNOW ALL MEN BY THESE PRESENTS: That the undersigned incorporator being 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 Wyoming does hereby sign, verify and
deliver in duplicate to the Secretary of State of the State of Wyoming, the
Articles of Incorporation:
ARTICLE I
NAME
The name of the Corporation shall be: Shogi, Inc.
ARTICLE II
PERIOD OF DURATION
The Corporation shall exist in perpetuity, from and after the date of filing the
Articles of Incorporation with the Secretary of State of the State of Wyoming,
unless dissolved according to law.
ARTICLE III
PURPOSES AND POWERS
This Corporation shall have unlimited power to engage in and to do any lawful
act concerning any or all lawful business for which corporations may be
organized under the Wyoming Business Corporation Act.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which this Corporation shall have authority to
issue is fifty million (50,000,000) shares of $0.001 par value each, which
shares shall be of one (1) class of voting common stock.
1. Denial of Preemptive Rights. No holder of any shares of the
Corporation, whether now or hereafter authorized, shall have any preemptive of
preferential right to acquire any shares or securities of the Corporation,
including shares or securities held in the treasury of the Corporation.
ARTICLE V
AMENDMENTS
The Corporation reserves the right to amend its Articles of Incorporation from
time to time in accordance with the General Corporation Law of Wyoming.
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ARTICLE VI
ADOPTION AND AMENDMENT OF BYLAWS
The initial Bylaws of the corporation shall be adopted by its Board of
Directors. Subject to repeal of 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
managements of the affairs of the Corporation not inconsistent with law of the
Articles of Incorporation.
ARTICLE VII
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the Corporation is 2300 E. 18th
Street, #224, Casper, Wyoming 82609. The name of the initial registered agent at
such address is William A. Erickson. Either the registered office or the
registered agent may be changed in the manner permitted by law.
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ARTICLE VIII
INITIAL BOARD OF DIRECTORS
The number of directors of the Corporation shall be fixed by the Bylaws of the
Corporation. The initial Board of Directors of the Corporation shall consist of
three (3) directors. The names and addresses of the persons who shall serve as
directors until the first annual meeting of shareholders and until their
successors are elected and shall qualify are as follows:
NAME ADDRESS
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Ronald A. Shogren 49 Calypso
Casper, WY 82604
G. Todd Erickson 5170 Alcova Route Box 5
Casper, WY 82804
Rory L. Shogren 49 Calypso
Casper, WY 82604
ARTICLE IX
INCORORATOR
The name and address of the incorporator is as follows:
NAME ADDRESS
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Ronald A. Shogren 49 Calypso
Casper, Wyoming 82609
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IN WITNESS WHEREOF, the above-named incorporator, for the purpose of forming a
Corporation under the laws of the State of Wyoming does make, file and record
this certificate of Incorporation and certify that the facts herein stated are
true and have according, set his hand and seal at Casper, Wyoming this 18th day
of October, 1999.
/s/ Ronald A. Shogren
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Ronald A. Shogren
STATE OF WYOMING )
) SS.
COUNTY OF NATRONA )
I, the undersigned, a Notary Public, hereby certify that on the 18th day of
October, 1999, personally appeared before me, Rory L. Shogren, who being by me
first duly sworn, declared that he is the person who signed the foregoing
document as incorporator, that it was his free and voluntary act and deed, and
that the statements therein contained are true.
WITNESS my hand and official sea.
My Commission expires: 2/13/2000
/s/ David B. MacCarter
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Notary Public
