ARTICLES OF INCORPORATION
OF
GEO POINT MERGER CO.
The undersigned incorporator, desiring to form a corporation under the laws and constitution of the state of Utah, does hereby sign and deliver, in duplicate, to the Division of Corporations and Commercial Code of the state of Utah, these Articles of Incorporation for Geo Point Merger Co. (hereinafter referred to as the “Corporation”):
ARTICLE I
NAME
| The name of the Corporation shall be Geo Point Merger Co. |
ARTICLE II
PURPOSE
The Corporation is organized to engage in any lawful purpose or purposes for which a corporation may be organized under the Utah Revised Business Corporation Act, as amended.
ARTICLE III
AUTHORIZED SHARES
The Corporation shall have the authority to issue 105,000,000 shares, consisting of 100,000,000 shares of common stock, par value of $0.001, and 5,000,000 shares of preferred stock, par value of $0.001. The common stock, in the absence of a designation of a separate series by the board of directors as hereinafter provided, shall have unlimited voting rights and is entitled to receive the net assets of the Corporation upon dissolution. The board of directors of this Corporation is hereby expressly granted authority, without stockholder action, and within the limits set forth in the Utah Revised Business Corporation Act, to:
(a) designate, in whole or in part, the preferences, limitations, and relative rights of any class of shares before the issuance of any shares of that class;
(b) create one or more series within a class of shares, fix the number of shares of each such series, and designate, in whole or part, the preferences, limitations, and relative rights of the series, all before the issuance of any shares of that series;
(c) alter or revoke the preferences, limitations, and relative rights granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares; or
(d) increase or decrease the number of shares constituting any series, the number of shares of which was originally fixed by the board of directors, either before or after the issuance of shares of the series; provided that, the number may not be decreased below the number of shares of the series then outstanding, or increased above the total number of authorized shares of the applicable class of shares available for designation as a part of the series.
The allocation between the classes, or among the series of each class, of unlimited voting rights and the right to receive the net assets of the Corporation upon dissolution, shall be as designated by the board of directors. Shares of any class of stock may be issued, without stockholder action, from time to time in one or more series as may from time to time be determined by the board of directors.
ARTICLE IV
CONTROL SHARE ACQUISITION
The provisions of the Control Share Acquisitions Act, Section 61-6-1 et seq., of the Utah Revised Business Corporation Act, shall not be applicable to control share acquisition of the securities of the Corporation. This election is made in accordance with the provisions of Section 61-6-1 of the Utah Revised Business Corporation Act.
ARTICLE V
LIMITATION ON LIABILITY
To the fullest extent permitted by the Utah Revised Business Corporation Act or any other applicable law as now in effect or as it may hereafter be amended, a director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for any action taken or any failure to take any action as a director.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
To the fullest extent permitted by the Utah Revised Business Corporation Act or any other applicable law as now in effect or as it may hereafter be amended, the Corporation shall indemnify directors as set forth in the bylaws. The Corporation may indemnify officers, employees, fiduciaries, and agents to the extent provided for in the bylaws or authorized by the board of directors.
ARTICLE VII
REGISTERED OFFICE AND REGISTERED AGENT
The address of the Corporation’s registered office and the name of the registered agent at that address in the state of Utah are:
Asael T. Sorensen, Jr.
708 East 1780 North
Orem, Utah 84097
Either the registered office or the registered agent may be changed in the manner provided for by law.
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ARTICLE VIII
INCORPORATOR
| The nam and address of the incorporator signing these Articles of Incorporation are as follows: |
Asael T. Sorensen, Jr.
708 East 1780 North
Orem, Utah 84097
Article IX
Directors
The original board of directors shall consist of three persons. The names and addresses of the persons who are to serve as directors until the first annual meeting of stockholders and until their successors are elected and shall qualify are as follows:
William C. Lachmar
13342 Bow Place
Santa Ana, CA 92705
Gary Biesiadecki
2332 Wayside Drive
Houston, TX 77011
C.O. Durham, Jr.
13102 Trail Hollow
Houston, TX 77079
The undersigned affirms and acknowledges, under penalties of perjury, that the foregoing instrument is my act and deed and that the facts stated herein are true.
| DATED this 9th day of May, 2006. |
/s/ Asael T. Sorensen
Asael T. Sorensen, Jr., Incorporator
The undersigned hereby accepts and acknowledges appointment as registered agent of Geo Point Merger Co.
/s/ Asael T. Sorensen
Asael T. Sorensen, Jr., Registered Agent
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