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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
FRONT RANGE CAPITAL CORPORATION
I, the undersigned natural person of the age of twenty-one years or
more, acting as incorporator of a corporation under the Colorado Corporation
Act, adopt the following Articles of Incorporation for such corporation:
FIRST: The name of the corporation is:
Front Range Capital Corporation
SECOND: The period of its duration is perpetual.
THIRD: The purpose or purposes for which the corporation is
organized are:
1. To transact a general investment business, and to create, purchase
or otherwise acquire, hold, pledge, mortgage, manage, supervise, sell or
otherwise dispose of investments and businesses.
2. To engage in, conduct, carry on and maintain for profit any lawful
business.
3. In general, to carry on any other business in connection with the
foregoing, whether manufacturing or otherwise, and to have and exercise all the
powers conferred by the laws of Colorado upon corporations formed under the law
hereinbefore referred to, and to do any or all of the things hereinbefore set
forth, to the same extent as natural persons might or could do.
FOURTH: The aggregate number of shares of all classes of capital stock
which the Corporation shall have the authority to issue shall be 300,000,000
shares, of which 200,000,000 shares shall be shares of Common Stock, $.001 par
value, and 100,000,000 shares shall be shares of Preferred Stock of a par value
of $.001 per share. The consideration for the issuance of shares may be paid in
whole or in part, in money and other property, tangible or intangible, or In
labor or in services actually performed for the Corporation. When payment of the
consideration for which shares are to be issued shall have been received, such
shares shall be deemed to be fully paid and not liable for any further call or
assessment.
Each holder of record of the shares of Common Stock of the Corporation
shall have one vote for each share of stock standing in his or her name on the
books of the Corporation and entitled to vote.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the Preferred Stock,
shall be as follows:
1. The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock in one or
more series, with such voting powers, full or limited but not to exceed one vote
per share, or without voting powers and with such designations, preferences and
relative participating, optional or other special rights, and qualifications,
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limitations or restrictions thereof, as shall be expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of Directors
and as are not expressed in these Articles of Incorporation or any amendment
thereto, including (but without limiting the generality of the foregoing) the
following:
a. the designation of such series;
b. the dividend rate of such series, the conditions and dates
upon which such dividends shall be payable, the preference or relation which
such dividends shall bear to the dividends payable on any other class or classes
of capital stock of the Corporation, and whether such dividends shall be
cumulative or noncumulative;
c. whether the shares of such series shall be subject to
redemption by the Corporation, and, if made subject to such redemption, the
times, prices and other terms and conditions of such redemption;
d. the terms and amount of any sinking fund provided for the
purchase or redemption of the shares of such series;
e. whether the shares of such series shall be convertible into
or exchangeable for shares of any other class or classes or of any other series
of any class or classes of capital stock of the Corporation, and, if provision
be made for conversion or exchange, the times, prices, rates, adjustments, and
other terms and conditions of such conversion or exchange;
f. the extent, if any, to which the holders of the shares of
such series shall be entitled to vote as a class or otherwise with respect to
the election of directors or otherwise; provided, however, that in no event
shall any holder of any series of Preferred stock be entitled to more than one
vote for each share of such Preferred Stock so held;
g. the restrictions and conditions, if any, upon the issue or
reissue of any additional Preferred Stock ranking on a parity with or prior to
such shares as to dividends or upon dissolution;
h. the rights of the holders of the shares of such series upon
the dissolution of, or upon the distribution of assets of, the Corporation,
which rights may be different in the case of a voluntary dissolution than in the
case of an involuntary dissolution.
2. Except as otherwise required by law and except for such voting
powers with respect to the election of directors or other matters as may be
stated in the resolution of the Board of Directors creating any series of
Preferred Stock, the holders of any such series shall have no voting power
whatsoever.
FIFTH: Cumulative voting of shares of stock is not authorized.
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SIXTH: Provisions limiting or denying to shareholders the preemptive
right to acquire additional or treasury shares of the corporation are: No holder
of stock of the corporation shall have any right, whether preferential,
preemptive or otherwise, to subscribe for any issue of stock of any class of the
corporation, whether or not now authorized, or for any issue of bonds, notes,
obligations or other securities which the corporation may at any time issue, and
whether or not the same would be convertible into stock of the corporation of
any class.
SEVENTH: The address of the initial registered office of the
corporation and the name of its initial registered agent at such address are:
Rudolph D. Bianchi
1032 S. Boulder Road, Suite 104I
Louisville, Colorado 80027
EIGHTH: 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 shall qualify are:
Rudolph D. Bianchi
128 S. Raintree Lane, Louisville, Co. 80027
Charles J. Miller
901 S. Main, Rocky Ford, Co. 81067
H. Lee Sturgeon
7034 Indian Peaks Trail, Boulder, Co. 80301
NINTH: Each director and officer of the Corporation (and each officer
or director of any other corporation and serving as such at the request of this
Corporation because of this Corporation's interest in such other corporation)
shall be indemnified by this Corporation against the costs and expenses
reasonably incurred by him in connection with any action, suit or proceeding in
which he may be involved by reason of his being or having been a director or
officer of this Corporation or of such other corporation (whether or not he Is a
director or officer at the time of incurring such costs and expenses), except
with respect to matters as to which he shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance of his
duty as such director or officer. In case of the settlement of any action, suit
or proceeding in which any such director or officer of this Corporation or such
other corporation was or is a party, or is threatened to be made a party, he
shall be indemnified by this Corporation against the costs and expenses
(including any amount paid in settlement to this Corporation or to such other
corporation or otherwise) reasonably incurred by him in connection with such
action, suit or proceeding (whether or not he is a director or officer at the
time of incurring such costs and expenses), if, and only if, (a) this
Corporation shall be advised by independent counsel that such director or
officer is not liable for negligence or misconduct in the performance of his
duty as such director or officer with respect to the matters covered by such
action, suit or proceeding and the cost to this Corporation of indemnifying such
director or officer (and all other directors and officers, if any, entitled to
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indemnification hereunder in such case) if such action, suit or proceeding were
carried to a final adjudication in their favor would exceed the amount of costs
and expenses to be reimbursed to such directors and officers as a result of such
settlement, or (b) the holders of a majority of the shares of this Corporation
held by disinterested shareholders shall, by vote at any annual or special
meeting of shareholders, approve such settlement and the reimbursement to such
director or officer of such costs and expenses. The phrase "disinterested
shareholders" shall mean all holders of shares of this Corporation at the time
outstanding other than (i) any shareholder of this Corporation who at the time
is or may, as a director or officer, be seeking reimbursement pursuant to the
foregoing provisions, (ii) any corporation or organization of which any such
shareholder owns of record or beneficially 10% or more of any class of voting
securities, (iii) any firm of which any such shareholder is a partner and (iv)
any spouse, child, parent, brother or sister of any such shareholder. The
foregoing rights of indemnification shall apply to the heirs, executors and
administrators of any such director or officer of this Corporation or of any
other such corporation and shall not be exclusive of other rights to which any
director or officer (or the heirs, executors or administrators of any director
or officer) may be entitled under any by-laws, agreement, vote of shareholders
or as a matter of law or otherwise.
TENTH: The name and address of the incorporator is:
H. Lee Sturgeon
7034 Indian Peaks Trail, Boulder, Co. 80301
Dated: January 7, 1985
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/s/ H. Lee Sturgeon
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I, the undersigned, a Notary Public, hereby certify that on the 7th
day of January, 1985, personally appeared before me H. Lee Sturgeon, who
being by me first duly sworn, declared that he is the person who signed the
foregoing document as incorporator, and that the statements therein contained
are true.
/s/ Kisi Fells
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Notary Public
6014 So. Logan
Littleton, Co. 80121
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