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EX-3.1
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
KIT KARS0N CORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, over the age of eighteen YEARS, have this day
voluntarily subscribed the following articles for the purpose of forming a
corporation under the laws of the State of Washington and hereby certify:
FIRST: That the name of this shall be KIT KARSON CORPORATION.
SECOND: The duration of this corporation shall be perpetual.
THIRD: The purposes for which this corporation Is formed is as
follows:
(1) To locate, patent, purchase, lease, exchange, trade for, or
otherwise acquire and to hold, own, use, operate, work extend, improve and
develope and to sell, exchange, assign, transfer, mortgage, lease or
otherwise dispose of whole or in part and whereever situated mining rights
and claims, water, water rights, ditches, reservoirs, oil and gas properties
and interests therein or anything suitable or convenient for any purpose of
this business; to quarry, mine, drill, excavate, produce, purchase, lease,
prospect for, claim and otherwise acquire and to process, refine and develop,
sell, exchange, trade, deal in and with and dispose of mines, minerals, rare
earths and any mineral substances, ores and properties of every kind and any
of the concentrates or by-products therefrom, and to do any and all things
Incidental thereto or necessary, expedient or proper to be done in connection
with the acquisition, explorat ion, development, sale and working of mining
claims and interests therein.
(2) To construct buildings and to engage in any other commercial,
industrial, and agricultural enterprise calculated or designed to be
profitable to this corporation and in conformity with the laws of the United
States, the State of Washington, and any other states in which the
corporation shall do business.
(3) To generally engage in, do and perform any enterprise, act or
vocation that a natural person might or could do or perform.
(4) To engage In the manufacture, sale, purchase, importing AND
exporting of merchandise and personal property of all manner and description,
to act as agents for the purchase, sale, and handling of goods, wares, and
merchandise of any and all types and descriptions for the accounts of the
corporat ion or as factor, agent, procurer or otherwise for or on behalf of
another.
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(5) Generally to carry out all or any of the said objects for which
the Company is established, in any part of th~ world, and either alone or in
conjunction with any other company or companies, person or persons, firm or
firms, at the discretion of the directors and as the directors may decide.
AND IT IS HEREBY DECLARED THAT In the interpretation of this clause,
the meaning of any of the objects of the Company shall not be restricted by
reference to or inference from any other object or the name of the Company,
or by the juxtaposition of two or more objects, and that in the event of any
ambiguity, this clause shall be construed In such manner as to widen and not
to restrict the powers of the Company.
(6) To pay the expenses of and preliminary and incidental to the
formation, establishment and registration of this corporation.
FOURTH: The capitalization of the Company shall be divided into
15,000,000 shares of no par value common nonassessable stock. Each and every
share of said stock shall have the same rights and privileges as those
enjoyed by each and every other of said share; however, the shareholders of
this corporatIon shall not have pre--emption rights to acquire additional
shares offered for sale by the corporation.
FIFTH: The amount of paid-in capital with which the corporation
shall commence business Is $500.00.
SIXTH: The Board of Directors of this corporation shall have the
power and authority from time to time to authorize the sale of and to sell,
for cash or otherwise, all or any portion of the unissued and/or of the
treasury stock of this corporation without said stock or any thereof being
first offered to the shareholders of this corporation, Including forward
split-ups of stock.
SEVENTH: The Board of Directors of this corporation shall at any
regular or special meeting of the Board, have power and authority to repeal
and/or amend any or all of the By-Laws of this corporation, and/or to adopt
new By-Laws, a majority vote of said directors being required for the
exercise of such power. Nothing herein shall deny the concurrent power of the
shareholders to adopt, alter, amend or repeal the By--Laws.
EIGHTH: The principal place of business of this corporation shall
be 308 Peyton Building, Spokane, Washington 99201, at which place this
corporation shall maintain its registered office; and the registered agent of
the corporation will be at 308 Peyton Building, Spokane, WashIngton 99201,
and will be Patrick H. Shelledy.
NINTH: The first directors, their post office addresses and are as
follows:
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<CAPTION>
Name of Director P.O. Address Term of Office
---------------- ------------ --------------
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<S> <C> <C>
Dan Bagdanov S. 4331 Farr Road From the date
Spokane, WA. 99206 hereof until the
(509) 624-3197 first annual meeting
Ron Armacost S. 2120 Herald Road From the date
Spokane, WA 99206 hereof until the
(509) 535-7701 first annual meeting
Robert G. "Bob' Dolor N. 1416 Bensic From the date
Spokane, WA 99206 hereof until the
(509) 926-1775 first annual meeting
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TENTH: The number of directors of this corporation shall be fixed
from time to time by the By-Laws, but the Board of Directors shall not
consist of less than three (3) members and it shall not consist of more than
seven (7).
The directors shall he elected annually and shall serve until the
election and qualification of their successors. Thc directors who are to serve
for the first corporate year shall be selected by the incorporators at the time
they organize.
ELEVENTH: The directors of this corporation shall have the power and
authority to enter Into those contracts or franchises, and execute those
documents and conduct that business which they shall deem to BE in the best
interest of time corporation.
TWELFTH: This corporation reserves time right to amend, alter,
change, or repeal any provisions contained in its Articles of Incorporation
in any manner now or hereafter prescribed or permitted by statute. All rights
of shareholders of this corporation are granted subject to this reservation.
THIRTEENTH: This corporation may enter into contracts and otherwise
transact business as vendor, purchaser, or otherwise, with its directors,
officers, and shareholders and with corporations, associations, firms and
entities in which they are or may be or become interested as directors,
officers, shareholders, members, or otherwise, as freely as though such
adverse interests did not exist, even though the vote, actions, or presence
of such director, officer or shareholder may be necessary to obligate the
corporation upon such contracts or transactions; and in the absence of fraud,
no such contract or transactions shall be avoided and no such director,
officer, or shareholder shall be held liable to account to the corporation,
by reason of such adverse interests or by reason of any fiduciary
relationship to the corporation arising out of such office or stock
ownership, for any profit or benefit realized by him through any such
contract or transaction; provided that In the case of directors and officers
of the corporation (but not IN the case of shareholders who are not directors
or officers) the nature of the interest of such director or officer, though
not necessarily the details or extent thereof, be disclosed or known to the
Board of Directors of this corporation, at the meeting thereof at which such
contract or transaction Is authorized or confirmed. A general notice that a
director or officer of the corporation Is
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interested in any corporation, association, firm or entity shall be
sufficient disclosures as to such director or officer with respect to all
contracts and transactions.
FOURTEENTH: Without limiting the general or implied powers of the Board
of Directors, such Board shall be authorized to adopt By-Laws expressly
indemnifying Directors against claims made against them for and on account of
their acts as directors, which indemnification, shall be upon such terms and
conditions as determined by the Board, subject to any limitations imposed by
statute.
The first directors of this corporation shall he three In number and
their post office addresses are as follows:
Name Addresses
---- ---------
See Ninth Paragraph
The term of the first Directors shall be until the first annual meet ~
of the stockholders to be held Second Friday in March, 1979 and until their
successors are elected and qualified, EXCEPT By-Laws shall specify annual
meetings.
FIFTEENTH: The name and post office address of the incorporator of this
corporation is as follows;
Name Of Incorporator P.O. Address
-------------------- ------------
Patrick H. Shelledy 308 Peyton Building
Spokane, WA 99201
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
January, 1979
STATE OF WASHINGTON )
) ss o/s PATRICK H. SHELLEDY
County of Spokane )
On this 30th day of January, 1979, personally appeared before me
PATRICK H. SHELLEDY, to me known to be the Individual in and who executed the
within and foregoing instrument, and acknowledged that he signed the same as his
free and voluntary act and deed, for the uses and purposes therein mentioned.
GIVEN UNDER MY HAND and official seal this _____________
________________ 30th day of January, 1979.
o/s Marsha H. Lopez
-----------------------------------
NOTARY PUBLIC In and for the State
of Washington, residing at Spokane
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ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
KIT KARSON CORPORATION
JUL 7,1999
Articles of Amendment to the Articles of Incorporation of the Kit Karson
Corporation are herein executed by said Corporation as follows:
(1) The name of the Corporation is Kit Karson Corporation.
(2) The Amendment to the Articles of Incorporation of said
Corporation is as follows: FIRST Article is hereby amended to state
as follows:
FIRST: That the name of this shall be Ness Energy
International, Inc.
(3) The date of the adoption of said Amendment by the Board of
Directors said Corporation is June 17, 1999. Shareholders action
was not required.
DATED this 22nd day of June 1999.
ATTEST KIT KARSON CORPORATION
o/s_________________________ o/s__________________________
Mary Gene Stephens Hayseed Stephens
Secretary President
STATE OF TEXAS
SUBSCRIBED before me a Notary Public in and for the State of Texas on
this 22nd day of June, 1999.
o/s_________________________
Notary Public
My appointment expires 10/23/02
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ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF KIT KARSON CORPORATION
Articles of Amendment to the Articles of Incorporation of the Kit Karson
Corporation are herein executed by said Corporation as follows:
(1) The name of the Corporation is Kit Karson Corporation.
(2) The Amendment to the Articles of Incorporation of said Corporation
is as follows: Article FOURTH is hereby amended to state as follows:
FOURTH, the Capitalization of the Company shall be divided
into 200,000,000 shares of no par value common nonassessable stock and
10,000,000 shares of preferred stock, $0.10 par value, of as many
classes as are permitted under the laws of the stale of Washington.
Each and every share of said stock shall have the rights and
privileges as those enjoyed by each and every other of said share;
however, the shareholders of this Corporation shall not have
pre-emption rights to acquire additional shares offered for sale by
the Corporation.
(3) The date of the adoption of said Amendment by the shareholders of
said Corporation is March 6, 1998.
(4) The number of shares outstanding of said Corporation is 49,959,356
shares.
The number of shares entitled to vote on said Amendment was
49,959,356.
(5) The number of shares voted for and against said Amendment
respectively were as follows:
For Amendment 30,525,734 shares
Against Amendment 163,000 shares
Abstain 36,000 shares
Dated: June 26, 1998
THE KIT KARSON CORPORATION
By o/s Hayseed Stephens
---------------------------
Hayseed Stephens, President
By o/s Mary Gene Stephens
---------------------------
STATE OF TEXAS
SUBSCRIBED before me a Notary Public in and for the State of
Texas on this 26th day of June, 1998.
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o/s Debra A. Means
----------------------------
Notary Public
My appointment expires 1-6-2001
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ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF KIT KARSON CORPORATION
****
Articles of Amendment to the Articles of Incorporation of the Kit
Karson Corporation are herein executed by said Corporation as
follows:
(1) The name of the Corporation is Kit Karson Corporation.
(2) The Amendment to the Articles of Incorporation of
said Corporation is as follows: Article FOURTH is
hereby amended to state as follows:
FOURTH, the Capitalization of the Company shall be
divided into 50,000,000 shares of no par value common
nonassessable stock. Each and every share of said stock shall
have the rights and privileges as those enjoyed by each and
every other of said share; however, the shareholders of this
Corporation shall not have pre-emption rights to acquire
additional shares offered for sale by the Corporation.
(3) The date of the adoption of said Amendment by the
shareholders of said Corporation is March 17, 1981.
(4) The number of shares outstanding of said Corporation is
2,297,500 shares.
The number of shares entitled to vote on said
Amendment was 2,297,500.
(5) The number of shares voted for and against said
Amendment respectively were as follows:
For Amendment 1,536,500 shares
Against Amendment 0 shares
Dated: April 22, 1981
THE KIT KARSON CORPORATION
By o/s Arthur Sykes Jr.
-----------------------------
ARTHUR SYKES, JR., President
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By o/s Pearl I. Hummel
-----------------------------
PEARL I. HUMMEL, Asst. Secretary
STATE OF KANSAS) ss
SUBSCRIBED before me a Notary Public in and for the State of Kansas on
this 22 day of April, 1981.
o/s PATRICIA L. GOERING
--------------------------------
Notary Public
My appointment expires 6/03/84
