EXHIBIT 3.1
ARTICLES OF INCORPORATION
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ARTICLES OF INCORPORATION
OF
HINDS, 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: HINDS, 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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Percy S. Chopping, Jr. P.O. Box 1308
Casper, WY 82602
Philip G. Hinds P.O. Box 472
Evansville, WY 82636
Gordon K. Waddell 1440 South Lowell
Casper, WY 82601
ARTICLE IX
INCORORATOR
The name and address of the incorporator is as follows:
NAME ADDRESS
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Philip G. Hinds P.O. Box 472
Evansville, WY 82636
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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 24th day of May, 1999.
/s/ Philip G. Hinds
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Philip G. Hinds
STATE OF WYOMING )
) SS.
COUNTY OF NATRONA )
I, the undersigned, a Notary Public, hereby certify that on the 24th day of
May, 1999, personally appeared before me, Philip G. Hinds, 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 seal.
My Commission expires: 3/9/2001
/s/ Joan L. Means
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Notary Public
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SECRETARY OF STATE
State of Wyoming
The Capitol
Cheyenne, WY 82002
CONSENT TO APPOINTMENT
BY REGISTEED AGENT
I, PHILIP G. HINDS, voluntarily consent to serve as the registred agent for
HINDS, INC. on the date shown below.
The registered agent certifies that he is: (circle one)
**(a) An individual who resides in this state and whose
business office is identical with the registered office;
(b) A domestic corporation or not-for-profit domestic
corporation whose business office is identical with
the registered office; or
(c) A foreign corporation or not-for-profit foreign
corporation authorized to transact business in this
state whose business office is identical with the
registered office.
Dated this 24th day of May, 1999.
/s/ Philip G. Hinds
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Signature of Registered Agent
