FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 04 1998
No. C13059-98
/s/ DEAN HELLER
DEAN HELLER, SECRETARY OF STATE:
ARTICLES OF INCORPORATION
OF
GOLDKING RESOURCES INC.
* * * * *
The undersigned, acting as incorporator, pursuant to the provisions
of the laws of the State of Nevada relating to private corporations, hereby
adopts the following Articles of Incorporation:
ARTICLE ONE. [NAME]. The name of the corporation is:
GOLDKING RESOURCES INC.
ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of
process is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880,
City of Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE. [PURPOSES]. The purposes for which the corporation
is organized are to engage in any activity or business not in conflict with the
laws of the State of Nevada or of the United States of America, and without
limiting the generality of the foregoing, specifically:
I. [OMNIBUS]. To have to exercise all the powers now or
hereafter conferred by the laws of the State of Nevada upon
corporations organized pursuant to the laws under which the
corporation is organized and any and all acts amendatory thereof
and supplemental thereto.
II. [CARRYING ON BUSINESS OUTSIDE STATE]. To conduct and carry
on its business or any branch thereof in any state or territory of
the United States or in any foreign country in conformity with the
laws of such state, territory, or foreign country, and to have and
maintain in any state, territory, or foreign country a business
office, plant, store or other facility.
III. [PURPOSES TO BE CONSTRUED AS POWERS]. The purposes
specified herein shall be construed both as purposes and powers and
shall be in no wise limited or restricted by reference to, or
inference from, the terms
of any other clause in this or any other article, but the purposes
and powers specified in each of the clauses herein shall be
regarded as independent purposes and powers, and the enumeration of
specific purposes and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or of the
general powers of the corporation; nor shall the expression of one
thing be deemed to exclude another, although it be of like nature
not expressed.
ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have authority
to issue an aggregate of TWO HUNDRED MILLION (200,000,000) COMMON CAPITAL
SHARES, PAR VALUE ONE MILL ($0.00l) per share for a total capitalization of TWO
HUNDRED THOUSAND DOLLARS ($200,000).
The holders of shares of capital stock of the corporation shall not
be entitled to pre-emptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time to
time for such consideration as may be fixed by the Board of Directors, provided
that the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of Directors.
ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation shall be
governed by a Board of Directors of no more than eight (8) nor less than one (1)
person. The names and addresses of the first Board of Directors are:
NAME ADDRESS
---- -------
Adam Smith 1327 Laburnum Street
Vancouver, British Columbia
Canada V6J 3W4
Gordon Ross Krushnisky 1070 Eden Crescent
Delta, British Columbia
Canada V41 1W7
ARTICLE SIX. [ASSESSMENT OF STOCK]. The capital stock of the
corporation, after the amount of the subscription price or par value has been
paid in, shall not be subject to pay debts of
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the corporation, and no paid up stock and no stock issued as fully paid up shall
ever be assessable or assessed.
ARTICLE SEVEN. [INCORPORATOR]. The name and address of the
incorporator of the corporation is as follows:
NAME ADDRESS
------ ---------
Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of
the corporation shall be perpetual.
ARTICLE NINE. [BY-LAWS]. The initial By-laws of the corporation
shall be adopted by its Board of Directors. The power to alter, amend, or repeal
the By-laws, or to adopt new By-laws, shall be vested in the Board of Directors,
except as otherwise may be specifically provided in the By-laws.
ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meetings of stockholders
shall be held at such place within or without the State of Nevada as may be
provided by the By-laws of the corporation. Special meetings of the stockholders
may be called by the President or any other executive officer of the
corporation, the Board of Directors, or any member thereof, or by the record
holder or holders of at least ten percent (10%) of all shares entitled to vote
at the meeting. Any action otherwise required to be taken at a meeting of the
stockholders, except election of directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by
stockholders having at least a majority of the voting power.
ARTICLE ELEVEN. [CONTRACTS OF CORPORATION). 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 this corporation, and no act of this corporation shall in any way be affected
or invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers of such
other corporation. Any director of this corporation, individually, or any firm
of which such director may be a member, 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 this
corporation, or a majority thereof; and any director of this 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
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Board of Directors of this corporation that shall authorize such contract or
transaction, and may vote thereat to 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.
ARTICLE TWELVE. [LIABILITY OF DIRECTORS AND OFFICERS]. No director
or officer shall have any personal liability to the corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer,
except that this Article Twelve shall not eliminate or limit the liability of a
director or officer for (I) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (ii) the payment of
dividends in violation of the Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned incorporator has hereunto
affixed her signature at Reno, Nevada this 3rd day of June, 1998.
/s/ AMANDA CARDINALLI
AMANDA CARDINALLI
STATE OF NEVADA }
} ss.
COUNTY OF WASHOE }
On the 3rd day of June, 1998, before me, the undersigned, a Notary
Public in and for the State of Nevada, personally appeared AMANDA CARDINALLI,
known to me to be the person described in and who executed the foregoing
instrument, and who acknowledged to me that she executed the same freely and
voluntarily for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
/s/ MARGARET A. OLIVER
NOTARY PUBLIC
Residing in Reno, Nevada
My Commission Expires:
OCTOBER 10, 1998
[MARGARET A. OLIVER
NOTARY PUBLIC SEAL]
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