<PAGE> 47
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
ARDENT MINES LIMITED
* * * * *
FIRST
The name of the corporation is ARDENT MINES LIMITED
SECOND
Its principal office in the state of Nevada is located
at 5844 South Pecos Road, Suite D, Las Vegas, Nevada 89120. The
name and address of its resident agent is Pacific Corporate
Services, 5844 South Pecos Road, Suite D, Las Vegas, Nevada
89120.
THIRD
The purpose or purposes for which the corporation is
organized:
To engage in and carry on any lawful business
activity or trade, and any activities necessary,
convenient, or desirable to accomplish such purposes,
not forbidden by law or by these articles of
incorporation.
FOURTH
The amount of the total authorized capital stock of the
corporation is One Thousand Dollars ($1,000.00) consisting of One
Hundred Million (100,000,000) shares of common stock of the par
value of $0.00001 each.
FIFTH
The governing board of this corporation shall be known
as directors, and the number of directors may from time to time
be increased or decreased in such manner as shall be provided by
the bylaws of this corporation.
There are two initial members of the Board of Directors
and their names and addresses are:
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NAME POST-OFFICE ADDRESS
Reid Anderson 207 - 1425 Marine Drive
West Vancouver, British Columbia V7T 1B9
Taras Chebountchak 18 Hillcrest Avenue, Apartment # 601
North York, Ontario M2N 6T5
The number of members of the Board of Directors shall
not be less than one nor more than thirteen.
SIXTH
The capital stock, after the amount of the subscription
price, or par value, has been paid in shall not be subject to
assessment to pay the debts of the corporation.
SEVENTH
The name and addresses of each of the incorporators
signing the Articles of Incorporation are as follows:
NAME POST-OFFICE ADDRESS
Conrad C. Lysiak 601 West First Avenue
Suite 503
Spokane, Washington 99201
EIGHTH
The corporation is to have perpetual existence.
NINTH
In furtherance, and not in limitation of the powers
conferred by statute, the board of directors is expressly
authorized:
Subject to the bylaws, if any, adopted by the
stockholders, to make, alter or amend the bylaws of the
corporation.
To fix the amount to be reserved as working capital
over and above its capital stock paid in, to authorize and cause
to be executed mortgages and liens upon the real and personal
property of this corporation.
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By resolution passed by a majority of the whole board,
to designate one (1) or more committees, each committee to
consist of one (1) or more of the directors 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.
When and as authorized by the affirmative vote of
stockholders holding stock entitling them to exercise at least a
majority of the voting power given at a stockholders' meeting
called for that purpose, or when authorized by the written
consent of the holders of at least a majority of the voting stock
issued and outstanding, the board of directors shall have power
and authority at any meeting to sell, lease or exchange all of
the property and assets of the corporation, including its good
will and its corporate franchises, upon such terms and conditions
as its board of directors deem expedient and for the best
interests of the corporation.
TENTH
Meeting of stockholders may be held outside the State
of Nevada, if the bylaws so provide. The books of the
corporation may be kept (subject to any provision contained in
the statutes) outside the State of Nevada at such place or places
as may be designated from time to time by the board of directors
or in the bylaws of the corporation.
ELEVENTH
This corporation reserves the right to amend alter,
change or repeal any provision contained in the Articles of
Incorporation, in the manner now or hereafter prescribed by
statute, or by the Articles of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
TWELFTH
The corporation shall indemnify its officers,
directors, employees and agents to the full extent permitted by
the laws of the State of Nevada.
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I, THE UNDERSIGNED, being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Nevada, do make and file
these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are true, and accordingly have
hereunto set my hand this 26th day of July, 2000.
/s/ Conrad C. Lysiak
CONRAD C. LYSIAK
STATE OF WASHINGTON )
)
COUNTY OF SPOKANE )
On this 26th day of July, 2000, before me, a Notary
Public, personally appeared CONRAD C. LYSIAK, who severally
acknowledged that he executed the above instrument.
/s/ Judy Terese Lysiak
Notary Public, residing in the
State of Washington, residing in
Spokane.
My Commission Expires:
October 9, 2002
