Exhibit 3.1
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ARTICLES OF INCORPORATION
OF
MAGELLAN CORPORATION
I, the undersigned natural person of the age of twenty-one
years or older, acting as incorporator in order to organize and
establish a corporation under and pursuant to the Colorado
Corporation Code, hereby adopt the following Articles of
Incorporation:
ARTICLE I: NAME
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1.1 The name of the Corporation is: Magellan Corporation.
ARTICLE II: AUTHORIZED SHARES
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2.1 The aggregate number of shares which the Corporation
has authority to issue is five hundred million (500,000,000)
common shares of one tenth of a mil ($0.0001) par value. No
share is to be issued until it has been paid for; and it is
thereafter to be nonassessable.
ARTICLE III: SHAREHOLDERS' RIGHTS AND LIMITATIONS
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3.1 Restrictions on Transfer. The Corporation has the
right to impose restrictions upon the transfer of any of its
shares or of any interest therein, from time to time issued,
provided that such restrictions as may be so imposed or notice of
the substance thereof must be set forth upon the face or back of
the certificates representing such shares. The Corporation's
right to impose such restrictions is to be exercised by the board
of directors, unless otherwise provided in the By-Laws of the
Corporation.
3.2 Registration.
(a) The person identified in the original shares
transfer/ownership register as the owner is to be the
"Registered Holder." The Corporation will be entitled to
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treat the Registered Holder of any share of the Corporation
as the owner thereof for all purposes, including all rights
deriving from such share, and will not be bound to recognize
any equitable or other claim to, or interest in, such share
or rights deriving from such share on the part of any other
person (including, but without limiting the generality
hereof, a purchaser, assignee, or transferee of such shares
or rights deriving from such shares) unless and until such
other person becomes the Registered Holder of such share
whether or not the Corporation may have either actual or
constructive notice of the interest of such other person.
(b) No one other than a Registered Holder of a share
of the Corporation will be entitled to receive notice of the
meeting of the shareholders, to vote at such meetings, to
examine a list of the shareholders, to be paid dividends or
other sums payable to shareholders, or to own, enjoy, and
exercise any other property or rights deriving from such
shares against the Corporation.
3.3 Reversion.
(a) Cash, property, share dividends, shares issuable
to shareholders in connection with a reclassification of
shares, and the redemption price of redeemed shares which
are not claimed by the shareholders entitled thereto within
one year after the dividend or redemption price became
payable or the shares became issuable, despite reasonable
efforts by the Corporation to pay the dividend or redemption
price or deliver the certificates for the shares to such
shareholders within such time, will, at the expiration of
such time, revert in full ownership to the Corporation; and
the Corporation's obligation to pay such dividend or
redemption price or issue such shares, as the case may be,
will thereupon cease.
(b) Notwithstanding the foregoing, the board of
directors may, at any time for any reason satisfactory to
it, but need not, authorize (i) payment of the amount of any
cash or property dividend or redemption price or (ii)
issuance of any shares, ownership of which was reverted to
the Corporation pursuant to this Article, to the person who
or which would be entitled thereto had such reversion not
occurred.
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3.4 Shareholder Voting and Quorum.
(a) With respect to any action to be taken by
shareholders of this Corporation (including, without
limitation, action in connection with any amendment to these
articles or any merger, consolidation, transfer of corporate
assets, or dissolution of or involving the Corporation), a
vote or concurrence of the holders of a simple majority of
the outstanding shares entitled to vote thereon, or of any
class or series, is required.
(b) In a shareholder meeting properly convened with a
quorum present, the withdrawal of sufficient voting power
such that a quorum is no longer present is not to affect the
validity of a proceeding provided that any matter considered
is adopted by a majority of a quorum or such greater amount
as may be required by statute, these Articles of
Incorporation, or the By-Laws.
(c) In the case of any shareholder meeting called for
the election of directors, which was adjourned for lack of a
quorum prior to the election of directors, those who attend
the second of such adjourned meetings, although less than a
quorum as otherwise fixed, will nevertheless constitute a
quorum for the purpose of electing directors if they
represent not less than one-third (1/3) of the voting power
entitled to vote at the meeting.
ARTICLE IV: CUMULATIVE VOTING
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4.1 Cumulative voting of shares is not authorized.
ARTICLE V: NO PREEMPTIVE RIGHTS
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5.1 There are no preemptive rights. Specifically, without
limitation, no shareholder of the Corporation will have any
preemptive right to subscribe for any additional share or
treasury shares or for any other security of any class of the
Corporation; nor will any shareholder have any preemptive right
to subscribe for any rights, warrants, option, or script of the
Corporation or for any bonds, notes, debentures, or other
securities of the Corporation convertible into or carrying
options or warrants to purchase, to subscribe for, or otherwise
to acquire any such unissued or treasury shares.
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ARTICLE VI: INDEMNIFICATION
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6.1 Any mandate for indemnification, whether by statute or
order of Court, is to be expressly subject to the Corporation's
reasonable capability of paying.
6.2 No person will be entitled to be reimbursed for
expenses incurred in connection with a Court proceeding to obtain
Court ordered indemnification unless such person first made
reasonable application to the Corporation and the Corporation
unreasonably denied such application or through no fault of the
applicant was unable to consider such application within a
reasonable time.
6.3 A person who is a director of this corporation and who
is made a party to a proceeding because he is or was an officer
or other agent of this corporation will be deemed to have been
made a party because he is or was a director.
6.4 The right to amend or restrict the indemnification
provisions in the Bylaws is reserved.
ARTICLE VII: REGISTERED OFFICE/AGENT
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7.1 The address of the initial registered office of the
Corporation is 1700 Lincoln Street, Suite 4700, Denver, Colorado
70203.
7.2 The name of its original agent at such address is
Martin M. Berliner.
ARTICLE VIII: INITIAL DIRECTORS
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8.1 The number of directors constituting the initial board
of directors of the Corporation is three (3); and the names and
addresses of the persons who are to serve as directors until the
first annual meeting of shareholders or until their successors
are elected and qualify are:
Brent Alderfer 718 Seventeenth St., Suite 1000
Denver, Colorado 80202
Teddy Lilsdahl 718 Seventeenth St., Suite 1000
Denver, Colorado 80202
Carylyn K. Bell 718 Seventeenth St., Suite 1000
Denver, Colorado 80202
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ARTICLE IX: RESERVATION OF RIGHT TO AMEND
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9.1 The Corporation reserves the right to amend, alter,
change, or repeal any provision contained in, or to add any
provision to, its Articles of Incorporation in any manner now or
hereafter prescribed, or permitted, by the Colorado Corporation
Code, and all rights and powers conferred hereby upon directors
and shareholders are granted subject to this reservation.
ARTICLE X: INCORPORATOR
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10.1 The name and address of the incorporator of the
Corporation are as follows:
Martin M. Berliner 1700 Lincoln St., Suite 4700
Denver, Colorado 80203
ARTICLE XI: DURATION
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11.1 The period of duration of the Corporation is perpetual.
ARTICLE XII: PURPOSE
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12.1 The purpose for which the Corporation is organized is
to engage in any lawful activity for which corporations may be
formed under the laws of the State of Colorado.
IN WITNESS WHEREOF, I, being the incorporator designated in
Article III of the annexed and foregoing Articles of
Incorporation, have executed said Articles of Incorporation this
___ day of April, 1986.
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Martin M. Berliner
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