Exhibit 3.1
ARTICLES OF INCORPORATION
-------------------------
OF
ORAVEST INTERESTS, INC.
The undersigned natural, adult person, acting as incorporator of a
corporation (hereinafter usually referred to as the "Corporation") pursuant to
the provisions of the Colorado Corporation Code, hereby adopts the following
Articles of Incorporation for said Corporation:
ARTICLE I
NAME
----
The name of the Corporation shall be Oravest Interests, Inc.
ARTICLE II
DURATION
--------
The period of duration of the Corporation shall be perpetual.
ARTICLE III
PURPOSE
-------
The purpose for which the Corporation is organized is to transact any
or all lawful business for which corporations may be incorporated pursuant to
the Colorado Corporation Code.
ARTICLE IV
CAPITAL STOCK
-------------
The authorized capital stock of the Corporation shall consist of
50,000,000 shares of common stock with a par value of $0.001 per share.
ARTICLE V
PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF CAPITAL STOCK
--------------------------------------------------------------
No share of the capital stock authorized in Article IV shall have any
preference over or limitation in respect to any other share of such capital
stock. All shares of the capital stock authorized in Article IV shall have equal
rights and privileges, including the following:
<PAGE>
1. All shares shall share equally in dividends. Subject to the
applicable provisions of the laws of the State of Colorado, the Board of
Directors of the Corporation may, from time to time, declare and the Corporation
may pay dividends in cash, property, or its own shares, except when the
Corporation is insolvent or when the payment thereof would render the
Corporation insolvent or when the declaration or payment thereof would be
contrary to any restrictions contained in these Articles of Incorporation. When
any dividend is paid or any other distribution is made, in whole or in part,
from sources other than unreserved and unrestricted earned surplus, such
dividend or distribution shall be identified as such, and the source and amount
per share paid from each source shall be disclosed to the stockholder receiving
the same concurrently with the distribution thereof and to all other
stockholders not later than six months after the end of the Corporation's fiscal
year during which such distribution was made.
2. All stockholders shall share equally in distributions in partial
liquidation. Subject to the applicable provisions of the laws of the State of
Colorado, the Board of Directors of the Corporation may distribute, from time to
time, to its stockholders in partial liquidation, out of stated capital or
capital surplus of the Corporation, a portion of its assets in cash or property,
except when the Corporation is insolvent or when such distribution would render
the Corporation insolvent. Each such distribution, when made, shall be
identified as a distribution in partial liquidation, out of stated capital or
capital surplus, and the source and amount per share paid from each source shall
be disclosed to all stockholders of the Corporation concurrently with the
distribution thereof. Any such distribution may be made by the Board of
Directors from stated capital without the affirmative vote of any stockholders
of the Corporation.
3. Each outstanding share shall be entitled to one vote at
stockholders' meetings, either in person or by proxy.
4. Cumulative voting shall not be allowed in elections of directors or
for any other purpose.
5. No holders of shares of common stock of the Corporation shall be
entitled, as such, to any preemptive or preferential right to subscribe to any
unissued stock or any other securities which the Corporation may now or
hereafter be authorized to issue. The Board of Directors of the Corporation,
however, in its discretion by resolution, may determine that any unissued
securities of the Corporation shall be offered for subscription solely to the
holders of common stock of the Corporation, or solely to the holders of any
class or classes of such stock, which the Corporation may now or hereafter be
authorized to issue in such proportions based on stock ownership as said board
in its discretion may determine.
6. All shares, when issued, shall be fully paid and nonassessable.
7. The Board of Directors may restrict the transfer of any of the
Corporation's stock issued by giving the Corporation or any stockholder "first
right of refusal to purchase" the stock, by making the stock redeemable, or by
restricting the transfer of the stock under such terms and in such manner as the
directors may deem necessary and as are not inconsistent with the laws of the
State of Colorado. Any stock so restricted must carry a conspicuous legend
noting the restriction and the place where such restriction may be found in the
records of the Corporation.
<PAGE>
8. The judgment of the Board of Directors as to the adequacy of any
consideration received or to be received for any shares, options, or any other
securities which the Corporation at any time may be authorized to issue or sell
or otherwise dispose of shall be conclusive in the absence of fraud, subject to
the provisions of these Articles of Incorporation and any applicable law.
ARTICLE VI
PLACE OF BUSINESS
-----------------
The principal office and the principal place of business of the
Corporation initially shall be located in Denver, Colorado. The Board of
Directors, however, from time to time may establish such other offices,
branches, subsidiaries, or divisions which it may consider to be advisable. The
address of the Corporation's initial registered office in Colorado for purposes
of the Colorado Corporation Code, as amended, shall be:
1624 Washington Street
Denver, Colorado 80203
The name of the Corporation's initial registered agent at the address
of the aforesaid registered office for purposes of this Code shall be:
William T. Hart
ARTICLE VII
DIRECTORS
---------
The affairs of the Corporation shall be governed by a board of not less
than three (3) nor more than seven (7) directors, who shall be elected in
accordance with the By-laws of the Corporation. Subject to such limitation, the
number of directors shall be fixed by or in the manner provided in the By-laws
of the Corporation, as may be amended from time to time, except as to the number
constituting the initial board, which number shall be three (3). The
organization and conduct of the board shall be in accordance with the following:
1. The names and addresses of the members of the initial Board of
Directors, who shall hold office until the first annual meeting of the
stockholders of the Corporation or until their successors shall have been
elected and qualified, are:
NAME ADDRESS
-------------------------------- ----------------------------------------------
James L. Soreson 5505 South 9th Street East
Suite 305
Murray, UT 84087
Douglas K. Goff 5505 South 9th Street East
Suite 305
Murray, UT 84087
G. Clark Johnson 5505 South 9th Street East
Suite 305
Murray, UT 84087
<PAGE>
2. The directors of the Corporation need not be residents of Colorado
and shall not be required to hold shares of the Corporation's capital stock.
3. Meetings of the Board of Directors, regular or special, may be held
within or without Colorado upon such notice as may be prescribed by the By-laws
of the Corporation. Attendance of a director at a meeting shall constitute a
waiver by him of notice of such meeting unless he attends only for the express
purpose of objecting to the transaction of any business thereat on the ground
that the meeting is not lawfully called or convened.
4. A majority of the number of directors at any time constituting the
Board of Directors shall constitute a quorum for the transaction of business,
and the act of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
5. By resolution adopted by a majority of the Directors at any time
constituting the Board of Directors, the Board of Directors may designate two or
more directors to constitute an Executive Committee or one or more other
committees each of which shall have and may exercise, to the extent permitted by
law or in such resolution, all the authority of the Board of Directors in the
management of the Corporation; but the designation of any such committee and the
delegation of authority thereto shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed on it or him by
law.
6. Any vacancy in the Board of Directors, however caused or created,
may be filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office
and until his successor is duly elected and qualified.
ARTICLE VIII
OFFICERS
--------
The officers of the Corporation shall consist of a President, one or
more Vice Presidents as may be prescribed by the By-laws of the Corporation, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors at such time and in such manner as may be prescribed by the By-laws of
the Corporation. Any two or more offices may be held by the same person except
the offices of President and Secretary.
ARTICLE IX
MEETINGS OF STOCKHOLDERS
------------------------
Meetings of the stockholders of the Corporation shall be held at such
place within or without Colorado and at such times as may be prescribed in the
By-laws of the Corporation. Special meetings of the stockholders of the
Corporation may be called by the President of the Corporation, the Board of
Directors, or by the record holder or holders of at least ten percent (10%) of
all shares entitled to vote at the meeting. At any meeting of the stockholders,
except to the extent otherwise provided by law, a quorum shall consist of a
majority of the shares entitled to vote at the meeting; and, if a quorum is
present, the affirmative vote of the majority of shares represented at the
meeting and entitled to vote thereat shall be the act of the stockholders unless
the vote of a greater number is required by law.
<PAGE>
ARTICLE X
VOTING
------
When, with respect to any action to be taken by stockholders of this
Corporation, the Colorado Corporation Code requires the affirmative vote of the
holders of two-thirds of the outstanding shares entitled to vote thereon, or of
any class or series, such action may be taken by the affirmative vote of the
holders of a majority of the outstanding shares entitled to vote on such action.
ARTICLE XI
BY-LAWS
-------
The initial By-laws of the Corporation shall be adopted by its Board of
Directors. Subject to repeal or change by action of the stockholders, the power
to alter, amend, or repeal the By-laws or to adopt new By-laws shall be vested
in the Board of Directors.
ARTICLE XII
TRANSACTIONS WITH DIRECTORS AND OTHER INTERESTED PARTIES
--------------------------------------------------------
No contract or other transaction between the Corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by the Corporation, and no act of the
Corporation shall in any way be affected or invalidated by the fact that any of
the directors of the Corporation are pecuniarily or otherwise interested in, or
are directors or officers of, such other corporation. Any director of the
corporation, individually, or any firm with which such director is affiliated
may be a party to or may be pecuniarily or otherwise interested in any contract
or transaction of the Corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of the Corporation, or a majority thereof, at or before the
entering into such contract or transaction; and any director of the Corporation
who is also a director or officer of such other corporation, or who is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the Corporation which shall authorize such
contract or transaction, with like force and effect as if he were not such
director or officer of such other corporation or not so interested.
<PAGE>
ARTICLE XIII
INCORPORATOR
------------
The name and address of the incorporator of the Corporation is as
follows:
NAME ADDRESS
-------------------------------- ----------------------------------------------
William T. Hart 1624 Washington Street
Denver, Colorado 80203
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed
his signature on the 16 day of February, 1984.
/S/ WILLIAM T. HART
----------------------------------
William T. Hart
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
I, JOHANA MASTERS , a Notary Public in and for the State of Colorado,
hereby certify that on the 16TH day of February, 1984, personally appeared
before me William T. Hart, being by me first duly sworn, who declared that he is
the person who signed the foregoing Articles of Incorporation as incorporator
and that the statements contained therein are true.
/S/ JOHANA MASTERS
---------------------------
Notary Public
Notary Address:
---------------
My Commission expires MY COMM EXPIRES DEC. 13, 1987
------------------------------
(SEAL)
<PAGE>
SS: FORM D-4 (REV.7/91) MAIL TO:
SUBMIT IN DUPLICATE COLORADO SECRETARY OF STATE
FILING FEE: $30.00 $25.00 CORPORATIONS SECTION
1560 BROADWAY, SUITE 200
THIS DOCUMENT MUST BE TYPEWRITTEN DENVER, COLORADO 80202
(303) 894-2200
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendments to its
Articles of Incorporation:
FIRST: The name of the corporation is (note 1) ORAVEST INTERNATIONAL, INC.
---------------------------
SECOND: The following amendment to the Articles of Incorporation was
adopted on JUNE 22 19 90 , as prescribed by the Colorado Business
------- ----
Corporation Act, in the manner marked with an X below:
Such amendment was adopted by the board of directors where no
----- shares have been issued
X Such amendment was adopted by a vote of the shareholders. The
----- number of shares voted for the amendment was sufficient for
approval.
X AT A MEETING HELD ON JUNE 22, 1990, THE MAJORITY OF THE
----- STOCKHOLDERS VOTED TO CHANGE THE NAME OF THE CORPORATION FROM
ORAVEST INTERNATIONAL, INC. TO CAMDON HOLDINGS, INC.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:
FOURTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment, are as follows:
(Note 1)
-----------------------------------------
By: /s/ [signature illegible]
-----------------------------------------
Its President
and /s/ [signature illegible] (Note 2)
-----------------------------------------
Its Secretary
(Note 3)
-----------------------------------------
Its Director
NOTES: 1. EXACT CORPORATE NAME OF CORPORATION ADOPTING THE ARTICLES
OF AMENDMENTS. (IF THIS IS A CHANGE OF NAME AMENDMENT THE
NAME BEFORE THIS AMENDMENT IS FILED)
2. SIGNATURES AND TITLES OF OFFICERS SIGNING FOR THE CORPORATION.
3. WHERE NO SHARES HAVE BEEN ISSUED, SIGNATURE OF A DIRECTOR.
<PAGE>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
CAMDON HOLDINGS, INC.
Pursuant to the provisions of Section 7-2-106 of the Colorado
Corporation Code, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is CAMDON HOLDINGS, INC.
SECOND: The following amendments to the Articles of
Incorporation were adopted on October 14, 1992, as prescribed by the Colorado
Corporation Code, by a vote of shareholders.
RESOLVED, that the name of the corporation be changed
to "AMERICAN TEMPERATURE CONTROL, INC."; and
FURTHER, RESOLVED, that effective at 8:00 o'clock
a.m., Mountain Daylight Time, on October 21, 1992,
the corporation's one mill ($0.001) par value common
voting stock presently issued and outstanding be
reverse split on a basis of one for three, retaining
the par value at one mill per share, with appropriate
adjustments being made in the additional paid in
capital and stated capital accounts of the
corporation.
The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows, to-wit:
Number of Shares
Number of Shares Voted in Favor
Class Authorized of Amendment
----- ---------- ------------
Common 15,297,260 13,767,534
THIRD: This amendment does not provide for any exchange,
reclassification or cancellation of issued shares.
-2-
<PAGE>
FOURTH: This amendment does effect a change in the stated
capital of the corporation. The reverse split decreases the shares issued and
outstanding from 15,297,260 to 5,099,086 post-split shares, and would decrease
the stated capital of the Company from $15,297 to $5,099.
CAMDON HOLDINGS, INC.
Date: 10-14-92 By /s/ James R. Sabo
----------- ------------------------------------
James R. Sabo, President
Date: 10-14-92 By /s/ Neil E. Signer
----------- ------------------------------------
Neil E. Signer, Secretary
-3-
<PAGE>
SS: FORM D-4 (REV.7/91)
SUBMIT IN DUPLICATE COLORADO SECRETARY OF STATE
FILING FEE: $30.00 $25.00 CORPORATIONS SECTION
THIS DOCUMENT MUST BE TYPEWRITTEN
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendments to its
Articles of Incorporation:
FIRST: The name of the corporation is (note 1) AMERICAN TEMPERATURE
--------------------
CONTROL, INC.
--------------------------------------------------------------------------------
SECOND: The following amendment to the Articles of Incorporation was
adopted on DECEMBER 10 1993, as prescribed by the Colorado Business
----------- --
Corporation Act, in the manner marked with an X below:
Such amendment was adopted by the board of directors where no
----- shares have been issued
X Such amendment was adopted by a vote of the shareholders. The
----- number of shares voted for the amendment was sufficient for
approval.
THE NAME OF THE CORPORATION IS HEREBY CHANGED FROM AMERICAN TEMPERATURE CONTROL,
INC. TO CONNECTIVITY AND TECHNOLOGIES, INC. AND ARTICLE IV OF THE ARTICLES OF
INCORPORATION AS HEREBY AMENDED TO INCREASE THE AUTHORIZED CAPITAL STOCK OF THE
CORPORATION TO 250,000,000 SHARES $0.001 PAR VALUE OF WHICH 215,000,000 ARE
DESIGNATED VOTING SHARES AND 35,000,000 ARE DESIGNATED NON-VOTING SHARES
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:
FOURTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment, are as follows:
AMERICAN TEMPERATURE CONTROL, INC. (Note 1)
-----------------------------------------
By: /s/ [signature illegible]
-----------------------------------------
Its President
and /s/ [signature illegible] (Note 2)
-----------------------------------------
Its Secretary
/s/ [signature illegible] (Note 3)
-----------------------------------------
Its Director
NOTES: 1. EXACT CORPORATE NAME OF CORPORATION ADOPTING THE ARTICLES OF
AMENDMENTS. (IF THIS IS A CHANGE OF NAME AMENDMENT THE NAME
BEFORE THIS AMENDMENT IS FILED)
2. SIGNATURES AND TITLES OF OFFICERS SIGNING FOR THE CORPORATION.
3. WHERE NO SHARES HAVE BEEN ISSUED, SIGNATURE OF A DIRECTOR.
-4-
<PAGE>
MAIL TO: SECRETARY OF STATE FOR OFFICE USE ONLY 002
CORPORATIONS SECTION |
1560 BROADWAY, SUITE 200 |
MUST BE TYPED DENVER, CO 80202 |
FILING FEE: $25.00 (303) 894-2251 |
MUST SUBMIT TWO COPIES FAX (303 894-2242 |______________________
PLEASE INCLUDE A TYPED ARTICLES OF AMENDMENT
SELF-ADDRESSED ENVELOPE TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is CONNECTIVITY AND TECHNOLOGIES, INC.
-----------------------------------------
SECOND: The following amendment to the Articles of Incorporation was adopted on
FEBRUARY 27TH 1996, as prescribed by the Colorado Business Corporation Act, in
the manner marked with an X below:
No shares have been issued or Directors Elected -
--------- Action by Incorporators
No shares have been issued but Directors Elected -
--------- Action by Directors
Such amendment was adopted by the board of directors where
--------- shares have been issued and shareholder action was not
required
X Such amendment was adopted by a vote of the shareholders. The
--------- number of shares voted for the amendment was sufficient for
approval
THIRD: If changing corporate name, the new name of the corporation is PEACOCK
FINANCIAL GROUP, INC.
FOURTH: The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows:
If these amendments are to have a delayed effective date, please list that date:
_______________________
(Not to exceed ninety (90) days from the date of filing)
Signature: /S/ DANNETTE UYEDA
-----------------------------
Title SECRETARY/TREASURER
-----------------------------
REVISED 7/95
<PAGE>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
CONNECTIVITY AND TECHNOLOGIES, INC.
Pursuant to the provision of Colorado Corporation Act, Connectivity and
Technologies, Inc. hereby adopts the following amendment to its Articles of
Incorporation.
AMENDMENTS
----------
Article I of the Company's Articles of Incorporation was amended to
read as follows:
ARTICLE I - NAME. The name of the Corporation is Peacock Financial,
Inc.
ARTICLE IV - CAPITALIZATION. The Company shall have the authority to
consider and act upon the Company having the authority to have two classes of
shares that being common stock and preferred stock. The aggregate number of
common shares which the Corporation shall have the authority to issue is two
hundred fifty million (250,000,000) shares of $.001 per share par value common
stock. All voting rights of the corporation shall be exercised by the holders of
the common stock, with each share of the common stock being entitled to one
vote. Cumulative voting will not be allowed. All shares of common stock shall
have equal rights in the event of dissolution. The preferred shares which the
Corporation shall have the authority to issue is Class A consisting of ten
million (10,000,000) shares with a par value of $0.01 per share, with the Board
of Directors to fix the rights, privileges and preferences.
Effective February 27, 1996, the shareholders approved a 1 for 200
reverse split of the issued and outstanding shares of the Company's common
stock; retaining the par value per share, with appropriate adjustments being
made in the additional paid in capital accounts of the Company.
ADOPTION OF AMENDMENTS
The above amendments to the Articles of Incorporation of Connectivity
and Technologies, Inc. was duly adopted by the shareholders of the corporation
at a meeting held February 27, 1996, as follows:
<TABLE>
<CAPTION>
------------------------------- ------------------ ---------------------------- ------------------
Undisputed No.
Shares of Votes
Voting Group Designation Outstanding Number of Votes Allowed Represented
------------------------------- ------------------ ---------------------------- ------------------
<S> <C> <C> <C>
Common Stock 215,000,000 215,000,000 206,963,750
------------------------------- ------------------ ---------------------------- ------------------
</TABLE>
The shareholders voted as follows on such Amendment:
----------------------------- ------------------------- ------------------------
Voting Group Designation Votes For Amendment Votes Against Amendment
----------------------------- ------------------------- ------------------------
Common Stock 206,963,750 0
----------------------------- ------------------------- ------------------------
The number of shares cast for the amendment by the sole voting group
was sufficient for approval of the amendment by the voting group.
IT WITNESS WHEREOF, the undersigned president and secretary, having
been thereunto duly authorized, have executed the foregoing Articles of
Amendment for the corporation this 27th day of February, 1996.
Connectivity and Technologies, Inc.
By: /S/ DANNETTE UYEDA
-------------------------------
Dannette Uyeda, President
Attest:
/S/ JORGEN OLSEN
----------------
Jorgen Olsen, Secretary
<PAGE>
MAIL TO: SECRETARY OF STATE FOR OFFICE USE ONLY 002
CORPORATIONS SECTION |
1560 BROADWAY, SUITE 200 |
MUST BE TYPED DENVER, CO 80202 |
FILING FEE: $25.00 (303) 894-2251 |
MUST SUBMIT TWO COPIES FAX (303 894-2242 |______________________
PLEASE INCLUDE A TYPED ARTICLES OF AMENDMENT
SELF-ADDRESSED ENVELOPE TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is PEACOCK FINANCIAL GROUP, INC.
-----------------------------------------
SECOND: The following amendment to the Articles of Incorporation was adopted on
FEBRUARY 27TH 1996, as prescribed by the Colorado Business Corporation Act, in
the manner marked with an X below:
No shares have been issued or Directors Elected -
--------- Action by Incorporators
No shares have been issued but Directors Elected -
--------- Action by Directors
Such amendment was adopted by the board of directors where
--------- shares have been issued and shareholder action was not
required
X Such amendment was adopted by a vote of the shareholders. The
--------- number of shares voted for the amendment was sufficient for
approval
THIRD: If changing corporate name, the new name of the corporation is
PEACOCK FINANCIAL CORPORATION
FOURTH: The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows:
If these amendments are to have a delayed effective date, please list that date:
(Not to exceed ninety (90) days from the date of filing)
Signature: /S/ DANNETTE UYEDA
---------------------
Title SECRETARY/TREASURER
---------------------
REVISED 7/95
