ARTICLES OF INCORPORATION
OF
ELDORADO GOLD & EXPLORATION, INC.
WE, THE UNDERSIGNED, hereby associated ourselves together for the
purposes of becoming a corporation under the laws of the State of Florida, by
and under the provisions of the Statutes of the State of Florida providing for
the formation, liability, rights, privileges and immunities of a corporation for
profit.
I.
The name of this corporation shall be: ELDORADO GOLD & EXPLORATION,
INC.
II.
The general nature of the business and the objects and purposes to be
transacted and carried on by this corporation shall be:
A. This corporation may engage in any activity or business
permitted under the laws of the United States of America and
the laws of the State of Florida.
B. To mine, extract, exploit, sell and export all precious metals
and material.
C. To purchase, acquire, hold and dispose of stocks, bonds and
other obligations, including judgments, interest, accounts, or
debts of any person, partnership and/or corporation, domestic
or foreign (except moneyed or transportation or banking or
insurance corporation) owning or controlling any articles
which are or might be or become useful in the business of this
company, and to purchase, acquire, hold and dispose of stocks,
bonds or other obligations including judgments, interest,
accounts or debts of any corporations, domestic or foreign
(except moneyed or transportation or banking or insurance
corporations) engage in a business similar to that of this
company, or engaged in the manufacture, use or sale of
property or in the construction or operation of works
necessary or useful in the business of this company, or in
which, or in connection with which, the manufactured articles,
products or property of this company may be used, or of any
corporation with which this corporation is or may be
authorized to consolidate according to law, and this company
may issue in exchange therefore the stock, bonds or other
obligations of this company.
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D. To purchase, take and lease or, in exchange, hire or otherwise
acquire any real or personal property, rights, licenses,
permits, good will or privileges suitable or convenient for
any of the purposes of this business, and to purchase,
acquire, erect and construct, make improvements of building,
warehouses, machinery and retail stores, insofar as the same
may be appurtenant to or useful for the conduct of the
business as above specified; but only to the extent to which
the company may be authorized by the statutes under which it
is organized.
E. To acquire and carry on all or any part of the business or
property of any company engaged in a business similar to that
authorized to be conducted by this company, or with which this
company is authorized under the laws of this State to
consolidate, or whose stock the company, under the laws of
this State and the provisions of this Certificate, is
authorized to purchase and to undertake in conjunction
therewith, any liabilities of any person, firm, association or
company described as aforesaid, possessed of property suitable
for any of the purposes of this company, or for carrying on
any business which this company is authorized to conduct, and
as the consideration for the same, to pay cash or to issue
shares, stocks or obligations of this company. F. Subject to
the limitations herein prescribed and the statues of this
State, to purchase, subscribed for or otherwise acquire and
hold the shares, stocks or obligations of any company
organized under the Laws of this State or of any other State,
or of any territory of the United States, or of any foreign
country except moneyed or transportation or banking or
insurance corporations, and to sell or exchange the same, or
upon the distribution of assets or dividends or profits, to
distribute any such shares, stocks or obligations or proceeds
thereof among the stockholders of this company.
G. Subject to the limitations herein prescribed and the
requirements of the statutes of this State, to borrow or raise
money for the purpose of the company, and to secure the same
and interest, or for any other purpose, to mortgage all or any
part of the property, corporeal or incorporeal rights or
franchises or this company now owned or hereafter acquired,
and to create, issue, draw and accept and negotiate bonds and
mortgages, bills of exchange, promissory notes, or other
obligations or negotiable instruments.
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H. Subject to the limitations herein prescribed and the
requirements of the statutes of this State, to guarantee the
payment of dividends or interest on any share, stocks,
debentures of other securities issued by or any other contract
or obligation of, any corporation described as aforesaid,
whenever proper or necessary for the business of the company
and provided the required authority be first obtained for that
purpose and always subject to the limitations herein
prescribed.
I. And further, to do and perform and cause to be done and
performed, each, any and all of the acts and things above
enumerated, and any and all other acts and things insofar as
the same may be incidental to or included in any or all of the
general powers given always provided the grant of the
foregoing enumerated powers is upon the express condition
precedent, that the various powers above enumerated shall be
exercised by said company only in case the same are authorized
to be exercised by the acts above recited, under which said
company is organized, and the same shall be exercised by said
company only in the manner and to the extent that the same may
be authorized to be exercised under the said acts above
recited under which it is organized. The said corporation may
perform any part of its business outside the State of Florida,
in the other States or possessions of the United States and or
foreign countries. J. Without in any particular limiting any
of the objects and powers of the corporation, it is expressly
declared and provided that the corporation shall have the
power in carrying on its business, or for the purpose of
accomplishment of any of the purposes, or attainment of any
kind of the objects hereinabove mentioned, to make and perform
contracts of any kind and description and do any and all other
acts and things and to exercise any and all powers either as
principal, agent or broker, conferred by the Laws of Florida
upon corporations formed under the acts hereinabove referred
to, and which a co-partnership or natural person could do and
exercise, and which now or hereafter may be authorized by Law.
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III.
The maximum number of shares of Common Stock outstanding at any one
time shall be 10 million shares, all of which shall have 1 mil (.001 dollars)
par value and each of which shares shall be issued fully paid and nonassessable,
and shall be payable in lawful money of the United States of America, or in
services of property at just valuation, to be fixed by the Directors of this
corporation at the organizational meeting or any other meeting held for that
purpose.
IV.
The sum of the par value of all shares of Capital Stock of the
corporation that have been issued shall be the stated capital of the corporation
at any particular time.
V.
This corporation is organized in accordance with the provisions of
Section 1244 of the Internal Revenue Code of 1954.
VI.
This corporation shall have perpetual existence.
VII.
The principal place of business of this corporation shall be: 9445 Bird
Road, Miami, Florida 33165, with the privilege of having branch offices at any
other place; the Board of Directors may from time to time move the principal
place of business to any other address in the State of Florida.
VIII.
The corporation shall have 2 directors, initially. The number of
directors may be increased or diminished from time to time by by-laws adopted by
the stockholders, but shall never be less than one.
IX.
The names and post office addresses of the first officers of this
corporation, all of whom shall constitute the first Board of Directors, who
shall hold office for the first year of its existence or until their successors
are elected and qualified, are as follows:
PRESIDENT: IRWIN G. CHRISTIE - 9445 Bird Road
Miami, Florida 33165
SECRETARY AND
TREASURER: LORI AVERSA - 9445 Bird Road
Miami, Florida 33165
All of said directors are of full age and at least one of them is a
citizen of the United States.
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<PAGE>
X.
The names and post office addresses of the subscribers to these
Articles of Incorporation are as follows:
NAME: ADDRESS:
---- -------
IRWIN G. CHRISTIE 9445 Bird Road
Miami, Florida 33165
LORI AVERSA 9445 Bird Road
Miami, Florida 33165
XI.
The management and control of the business of this corporation shall be
conducted under the direction of the Board of Directors and by the officers who
shall be elected by the Board of Directors, to wit: A President, one or more
Vice-Presidents, a Treasurer and a Secretary; one or more of said officers may
hold one or more offices, except that the President may not also be the
Secretary or Assistant Secretary. No person holding two offices shall act in or
execute any instrument in the capacity of more than one office.
XII.
These Articles of Incorporation may be amended in the manner provided
by law. Every amendment shall be approved by the Board of Directors, proposed by
them to the stockholders, and approved at a stockholders' meeting by a majority
of the stock entitled to vote thereon.
XIII.
In furtherance, and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
a. To adopt and amend the by-laws of this corporation provided
the amendments thereto are not inconsistent with the by-laws
adopted by the stockholders.
b. To authorize and cause to be executed mortgages and liens upon
the real and personal property of this corporation.
c. To set apart out of any funds of the corporation available for
dividends a reserve or reserves in the manner in which it was
created.
d. When authorized by the affirmative vote of stockholders of
record holding stock in the corporation entitling them to
exercise at least a majority of the voting power given at a
stockholders' meeting duly called for that purpose, or when
authorized by the written consent of stockholders or records
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holding stock in the corporation entitling them to exercise at
least a majority of the voting power, to sell, lease or
exchange all of its property and assets, including its good
will and its corporate franchises, or any property or assets
essential to the business of the corporation, upon the terms
and conditions as its Board of Directors deem expedient and
for the best interest of the corporation.
XIV.
The Resident Agent at the Registered Address for service for this
corporation shall be: IRWIN G. CHRISTIE, 9445 Bird Road, Miami, Florida 33165.
IN WITNESS WHEREOF, the Incorporators have hereunto set their
respective hands and seals this 6th day of February 1980.
/S/ Irwin G. Christie
----------------------------------
IRWIN G. CHRISTIE
/s/ Lori Aversa
----------------------------------
LORI AVERSA
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<PAGE>
ARTICLES OF AMENDMENT
OF
THE ARTICLES OF INCORPORATION
OF
ELDORADO GOLD AND EXPLORATION, INC.
Pursuant to the provisions of the Statutes of the State of Florida, the
undersigned Corporation hereby adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Eldorado Gold and Exploration,
Inc.
SECOND: The following amendments were adopted by the Shareholders of
the Corporation as of December 16, 1986 in the manner prescribed by the Statutes
of the State of Florida.
THIRD: The date of the adoption of the amendments by the Shareholders
is December 16, 1986.
FOURTH: The number of shares outstanding at the time of such adoption
was 5,500,000 and the number of shares entitled to vote thereon was 5,500.000.
No shares of any class were entitled to vote thereon as a class.
FIFTH: The number of shares which voted for the amendment of Article I
was 2,899,124, and the number of shares which voted against such amendment was
13,900. No shares of any class were entitled to vote thereon as a class.
SIXTH: The number of shares which voted for the amendment of Article IV
was 2,879,724, and the number of shares which voted against such amendment was
33,300. No shares of any class were entitled to vote thereon as a class.
RESOLVED: that the Articles of Incorporation shall be amended by the
adoption of a new Article I to read as follows:
"Article I: Name Change. The name of the Corporation shall be Eldorado
Financial Group, Inc."
RESOLVED: that the Articles of Incorporation shall be amended by the
adoption of a new Article IV to read as follows:
"Article IV: Capitalization. The Corporation shall have the authority
to issue 100,000,000 (One Hundred Million) shares of stock each having a par
value of one-tenth of one cent ($0.001). All stock of the Corporation shall be
of the same class and shall have the same rights and preferences. Fully paid
stock of this Corporation shall not be liable for further call or assessment.
The authorized trading shares shall be issued at the discretion of the
Directors."
Dated this 8th day of January, 1987.
ELDORADO GOLD AND EXPLORATION, INC.
By: /s/ V. Blaine Chambers
----------------------------------
V. Blaine Chambers, President
By: /s/ Eloise C Barney
-----------------------------------
Eloise C. Barney, Secretary
