CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF DESERT MINING, INC.
We the undersigned, Kim Christensen, President and Susan Johnson,
Secretary of Desert Mining, Inc. do hereby certify: that the Board of Directors
of said corporation at a meeting duly convened, held on the 3rd day of November,
2000 adopted a resolution to amend the original Articles as follows:
Article one which presently reads as follows:
ARTICLE FIRST
Corporate Name
That the mane of the Corporation shall be: Holidays of America, Inc.
Is hereby amended to read as follows:
ARTICLE FIRST
Corporate Name
The name of the corporation is: Desert Mining, Inc.
Article four which presently reads as follows:
ARTICLE FOUR
Stock
This Corporation is authorized to issue 2,500 shares of common stock
having no par value.
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Is hereby amended to read as follows:
ARTICLE FOUR
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 non-assessable. 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 such time,
upon such terms and conditions and for such consideration as the Board of
Directors shall, from time to time, determine. Shareholders shall not have
pre-emptive rights to acquire unissued shares of the stock of this Corporation.
Article five which presently reads as follows:
ARTICLE FIVE
Directors
The initial number of stockholders of this corporation shall be one (1)
in number. The number of Directors of this Corporation shall be (1) in number,
provided, that if the number of stockholders shall be increased to a number in
excess of one, the number of Directors shall be correspondingly increased, but
not in excess of nine directors, pursuant to the terms of NRS 78.155. The number
of Directors of this Corporation may from time to time be increased as set forth
herein by an amendment to the Bylaws in that regard, and without the necessity
of amending the Article of Incorporation.
Is hereby amended to read as follows:
ARTICLE FIVE
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 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 in 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.
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THE FOLLOWING NEW ARTICLES ARE HEREBY ADOPTED
ARTICLE TEN
COMMON DIRECTORS
As provide 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 its 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 though more fully set-forth, and such Article
shall be read and interpreted to provide the greatest latitude in its
application..
ARTICLE ELEVEN
LIABILITY OF DIRECTORS AND OFFICERS
No Director, Officer or Agent, to include counsel, shall be personally
liable to the Corporation or its Stockholder for monetary damage for any breach
shall be presumed 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. Notwithstanding the foregoing
sentences, a person specifically covered by this Article, shall be liable to the
extent provided by applicable law, for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or for the payment
of dividends in violation of NRS 78.300.
ARTICLE TWELVE
ELECTION REGARDING NRS 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 NRS 78.411 through and including
78.444 in any way whatsoever affect the management, operation or be applied to
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 shares for voting on an Amendment to this article shall be
bet 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.
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The number of shares of the corporation outstanding and entitled to
voted on an amendment to the Articles of Incorporation is 465,000; that the said
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 theron.
/s/ Kim Christensen
Kim Christensen, President
/s/ Susan Johnson
Susan Johnson, Secretary/Treasurer
State of Utah
County of Salt Lake
On 11-3-2000, personally appeared before me, a Notary Public, Kim Christensen
and Susan Johnson who acknowledged that they executed the above instrument.
[Notary Seal] /s/ Christine M. Blakely
------------------------
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ARTICLES OF INCORPORATION
OF
HOLIDAYS OF AMERICA, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a corporation under and pursuant
to the laws of the State of Nevada, and we do hereby certify:
I.
That the name of the Corporation shall be: HOLIDAYS OF AMERICA, INC.
II.
That the principal office and place of business of this Corporation
shall be located at 302 East Carson, Suite 310, Las Vegas, Nevada, 89101 and
that H. Gardner Jolley, Esq. Shall be the Resident Agent thereof.
III.
That the nature of the business and the objects and purposes proposed
to be transacted, prompted, or carried on by the Corporation are and shall
continue to be to carry on and conduct any and all lawful activities or
business.
IV.
This Corporation is authorized to issue 2,500 shares of common stock
having no par value.
V.
The initial number of stockholders of this corporation shall be one (1)
in number. The number of Directors of this Corporation shall be (1) in number,
provided, that if the number of stockholders shall be increased to a number in
excess of one, the number of Directors shall be correspondingly increased, but
not in excess of nine directors, pursuant to the terms of NRS 78.155. The number
of Directors of this Corporation may from time to time be increased as set forth
herein by an amendment to the Bylaws in that regard, and without the necessity
of amending the Article of Incorporation.
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VI.
The names and addresses of the first Board of Directors are as follows:
HAROLD BLISTER 5441 Paradise Road, A202
Las Vegas, Nevada 89110
VII.
The names and addresses of the first incorporators signing these
Articles are as follows:
JUDI HERRING 6213 W. Oakey
Las Vegas, Nevada 89102
JULIE J. WAGONER 4437 Newsom Circle A
Las Vegas, Nevada 89109
LINDA M. WEST 4411 Spencer Street
Las Vegas, Nevada 89109
VIII.
The capital stock, after the amount of the subscription price is paid,
shall be and remain nonassessable. The private property of the stockholders
shall not be liable for the debts or liabilities of the Corporation.
IX.
The corporation shall have perpetual existence.
IN WITNESS WHEREOF, we have hereunto set our hands this 30 day of May,
1979.
/s/ Judi Herring
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/s/ Julie J. Wagoner
---------------------------
/s/ Linda M. West
---------------------------
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STATE OF NEVADA
SS
COUNTY OF CLARK
On this 30th day of May, 1979, personally appeared before me, a Notary
Public, JUDI HERRING, JULIE J. WAGONER and LINDA M. WEST, known to me to the be
persons described and who executed the foregoing instrument, and they
acknowledged to me that they executed the same freely and voluntarily and for
the uses and purposes therein mentioned.
/s/
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Notary Public
[Notary Seal]
