Exhibit 3.1
CERTIFICATE
OF
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
PURSUANT TO NRS 78.207
Pursuant to the provisions of the Nevada Revised Statutes, Title 7, Chapter
78, the undersigned officers of American International Petroleum Corporation, a
Nevada corporation (the "Corporation") do hereby certify that:
1. The name of the Corporation is American International Petroleum
Corporation.
2. The Articles of Incorporation of the Corporation are hereby amended by
striking out the first paragraph of Article IV thereof and by substituting in
lieu of said first paragraph of Article IV the following new first paragraph of
Article IV:
"The maximum number of shares of common stock ("Common Stock") that this
Corporation is authorized to have outstanding at any time is three hundred
million (300,000,000) shares, par value $.08 per share. The maximum number of
preferred shares that this Corporation is authorized to have outstanding at any
time is seven million (7,000,000) shares, par value $.01 per share ("Preferred
Stock"). The holders of shares of the Corporation shall not have a preemptive
right to acquire the Corporation's unissued shares."
3. The number of authorized shares and the par value of the Corporation
before and after the increase in authorized shares are as follows:
Before After
- -------------------------------------- ----------------------------------------
Class Par Authorized Class Par Authorized
- -------------------------------------- ----------------------------------------
Common Stock $.08 200,000,000 Common Stock $.08 300,000,000
Preferred Stock $.01 7,000,000 Preferred Stock $.01 7,000,000
4. The foregoing change was effected pursuant to a resolution of the Board
of Directors of the Corporation and was approved by the stockholders of the
Corporation
Signed on June 20, 2001
By:
---------------------------------------------
George N. Faris, Chief Executive Officer
By:
---------------------------------------------
Denis J. Fitzpatrick, Chief Financial Officer
II-15
[STAMP]
CERTIFICATE
OF
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
PURSUANT TO NRS 78.207
Pursuant to the provisions of the Nevada Revised Statutes, Title 7, Chapter
78, the undersigned officers of American International Petroleum Corporation, a
Nevada corporation (the "Corporation") do hereby certify that:
1. The name of the Corporation is American International Petroleum
Corporation.
2. The Articles of Incorporation of the Corporation are hereby amended by
striking out the first paragraph of Article IV thereof and by substituting in
lieu of said first paragraph of Article IV the following new first paragraph of
Article IV:
"The maximum number of shares of common stock ("Common Stock") that this
Corporation is authorized to have outstanding at any time is two hundred million
(200,000,000) shares, par value $.08 per share. The maximum number of preferred
shares that this Corporation is authorized to have outstanding at any time is
seven million (7,000,000) shares, par value $.01 per share ("Preferred Stock").
The holders of shares of the Corporation shall not have a preemptive right to
acquire the Corporation's unissued shares."
3. The number of authorized shares and the par value of the Corporation
before and after the increase in authorized shares are as follows:
Before After
- ----------------------------------- --------------------------------------
Class Par Authorized Class Par Authorized
- ----- --- ---------- ----- --- ----------
Common Stock $.08 100,000,000 Common Stock $.08 200,000,000
Preferred Stock $.01 7,000,000 Preferred Stock $.01 7,000,000
4. The foregoing change was effected pursuant to a resolution of the Board
of Directors of the Corporation and was approved by the stockholders of the
Corporation.
Signed on July 27, 1999 By: /s/ George N. Faris
---------------------------------------------
George N. Faris, Chief Executive Officer
and Acting President
By: /s/ Denis J. Fitzpatrick
---------------------------------------------
Denis J. Fitzpatrick, Secretary
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
Pursuant to the provisions of Section 78.403 of the Nevada Revised Statutes
(the "NRS"), the undersigned corporation adopts the following Amended and
Restated Articles of Incorporation:
FIRST: The name of the Corporation is American International Petroleum
corporation.
SECOND: The Corporation's Articles of Incorporation were filed by the
Secretary of State on April 1, 1929. The name of the Corporation at the time of
such filing was Pioneer Mines Operating Company.
THIRD: The names and addresses of the original incorporators were as
follows:
Name Post Office Address
---- -------------------
James D. Finch 401 Clay Peters Bldg., Reno, Nevada
M. L. Finch 533 St. Lawrence Ave., Reno, Nevada
J. C. Finch 533 St. Lawrence Ave., Reno, Nevada.
FOURTH: The Board of Directors of the Corporation at a meeting duly
convened and held on April 9, 1996, adopted the following resolutions to amend
the Articles of Incorporation as follows:
RESOLVED, that the Board of Directors hereby adopts an amendment to the
Articles of Incorporation of the Corporation to eliminate Article II
thereof in its entirety and to modernize the provision so that it conforms
to the NRS as in effect on the date hereof by inserting in its stead a new
Article II to be and read as follows:
Article II
The name of the Corporation's registered agent is United Corporate
Services, Inc. The address of the Corporation's registered agent is 3579 Hwy. 50
East, Ste. C, Carson City, NV 89701
FURTHER RESOLVED, that the Board of Directors hereby adopts an amendment to
the Articles of Incorporation of the Corporation to eliminate Article III
thereof in its entirety and to modernize the provision so that it conforms
to the NRS as in effect on the date hereof by inserting in its stead a new
Article III to be and read as follows:
Article III
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under Chapter 78 of the Nevada Revised
Statutes (the "NRS").
FURTHER RESOLVED, that the Board of Directors hereby adopts an
amendment to Article IV of the Articles of Incorporation of the
Corporation to increase the number of authorized shares of Common
Stock from 50,000,000 to 100,000,000 shares, $08 par value, and
to change the eight (8%) percent cumulative voting convertible
preferred shares, par value $3.00 per share of the Corporation,
to "blank check" preferred stock, par value $.01 per share; and
that Article IV be and read as follows:
Article IV
The maximum number of shares of Common Stock that this Corporation is
authorized to have outstanding at any time is one hundred million (1OO,000,000)
shares, par value $.08 per share. The maximum number of preferred shares that
this Corporation is authorized to have outstanding at any time is seven million
(7,000,000) shares, par value $. 01 per share ("Preferred Stock"). The holders
of shares of the Corporation shall not have a preemptive right to acquire the
Corporation's unissued shares.
The following is a statement of the designations, preferences, voting
powers, qualifications, special or relative rights and privileges in respect of
the Preferred Stock.
The Preferred Stock may be issued from time to time in one or more classes
or series. The Board of Directors of the Corporation shall have authority to the
fullest extent permitted under the NRS to adopt by resolution from time to time
one or more Certificates of Designation providing for the designation of one or
more classes or series of Preferred Stock and the voting powers, whether full or
limited or no voting powers, and such designations, preferences and relative,
participating, limitations or restrictions thereof, and to fix or alter the
number of shares comprising any such class or series, subject to any
requirements of the NRS and this Restated Certificate of Incorporation, as
amended from time to time.
The authority of the Board of Directors with respect to each such class or
series shall include, without limitation of the foregoing, the right to
determine and fix the following preferences and powers, which may vary as
between different classes or series of Preferred Stock:
(a) the distinctive designation of such class or series and the number
of shares to constitute such class or series;
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(b) the rate at which dividends on the shares of such class or series
shall be declared and paid, or set aside for payment, whether dividends at
the rate so determined shall be cumulative or accruing, and whether the
shares of such class or series shall be entitled to any participating or
other dividends in addition to dividends at the rate so determined, and if
so, on what terms;
(c) the right or obligation, if any, of the Corporation to redeem
shares of the particular class or series of Preferred Stock and, if
redeemable, the price, terms and manner of such redemption;
(d) the special and relative rights and preferences, if any, and the
amount or amounts per share, which the shares of such class or series of
Preferred Stock shall be entitled to receive upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation;
(e) the terms and conditions, if any, upon which shares of such class
or series shall be convertible into, or exchangeable for, shares of capital
stock of any other class or series, including the price or prices or the
rate or rates of conversion or exchange and the terms of adjustment, if
any;
(f) the obligation, if any, of the Corporation to retire, redeem or
purchase shares of such class or series pursuant to a sinking fund or fund
of a similar nature or otherwise, and the terms and conditions of such
obligation;
(g) voting rights, if any, including special voting rights with
respect to the election of directors and matters adversely affecting any
class or series of Preferred Stock;
(h) limitations, if any, on the issuance of additional shares of such
class or series or any shares of any other class or series of Preferred
Stock; and
(i) such other preferences, powers, qualifications, special or
relative rights and privileges thereof as the Board of Directors of the
Corporation, by the vote of the members of the Board of Directors then in
office acting in accordance with this Restated Certificate of
Incorporation, or any Preferred Stock, may deem advisable and are not
inconsistent with law, the provisions of this Restated Certificate of
Incorporation or the provisions of any such Certificate of Designation.
FURTHER RESOLVED, that the Board of Directors hereby adopts an
amendment to the Articles of Incorporation of the Corporation to
eliminate Article V thereof in its entirety and to renumber the
following articles appropriately.
3
FURTHER RESOLVED, that the Board of Directors hereby adopts an
amendment to Article VI of the Articles of Incorporation of the
Corporation to change the size of the board of directors to not
less than three (3) nor more than ten (10); and that Article VI
(renumbered as Article V) be and read as follows:
Article V
The members of the governing board shall be styled directors, and the
number thereof shall be not less than three (3) nor more than ten (10). The
names and post office addresses of the first Board of Directors were as follows:
Names Post Office Addresses
----- ---------------------
James D. Finch 401 Clay Peters Bldg., Reno, Nevada
M.L. Pinch 533 St. Lawrence Ave., Reno; Nevada
Stanley B. Finch 728 Nixon Ave., Reno, Nevada
V. F. Finch 728 Nixon Ave., Reno, Nevada
J.C. Pinch 533 St. Lawrence Ave., Reno, Nevada.
FURTHER RESOLVED, that the Board of Directors hereby adopts an
amendment to the Articles of Incorporation of the Corporation to
eliminate Article VII thereof in its entirety and to renumber the
following articles appropriately.
FURTHER RESOLVED, that the Board of Directors hereby adopts an
amendment to Article VIII of the Articles of Incorporation of the
Corporation to modernize the provision so that it conforms to the
NRS as in effect on the date hereof by inserting in its stead a
new Article VIII (renumbered as Article VI) to be and read as
follows:
Article VI
The name and post office address of each incorporator executing this
certificate are as follows:
Name Post Office Address
---- -------------------
James D. Finch 401 Clay Peters Bldg., Reno, Nevada
M.L. Finch 533 St. Lawrence Ave., Reno, Nevada
J.C. Finch 533 St. Lawrence Ave., Reno, Nevada.
FURTHER RESOLVED, that to effectuate the amendments discussed in
the foregoing resolutions and to consolidate all previous
amendments to the Articles of Incorporation, the Board of
Directors hereby adopts a proposal that the
4
Articles of Incorporation shall be restated and amended; and
FURTHER RESOLVED, that a proposal be presented to the
stockholders to consider approving all of the foregoing
amendments and changes to the Articles of Incorporation, and that
the Chief Executive Officer and Secretary of the Corporation are
hereby authorized to file such certificates and take such other
steps as may be necessary to accomplish the purposes of the
foregoing resolutions.
FIFTH: the number of shares of the Corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 26,767,464; and the
above changes and amendments have been consented to and approved by the vote of
the stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
SIXTH: The Articles of Incorporation, as amended to the date of this
certificate, are hereby restated as follows:
5
RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
ARTICLE I
The name of the Corporation is American International Petroleum
Corporation.
ARTICLE II
The name of the Corporation's registered agent is United Corporate
Services, Inc. The address of the Corporation's registered agent is 3579 Hwy. 50
East, Ste. C, Carson City, NV 89701
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under Chapter 78 of the Nevada Revised
Statutes (the "NRS").
ARTICLE IV
The maximum number of shares of Common Stock that this Corporation is
authorized to have outstanding at any time is one hundred million (100,000,000)
shares, par value $.08 per share. The maximum number of preferred shares that
this Corporation is authorized to have outstanding at any time is seven million
(7,000,000) shares, par value $.01 per share ("Preferred Stock"). The holders of
shares of the Corporation shall not have a preemptive right to acquire the
Corporation's unissued shares.
The following is a statement of the designations, preferences, voting
powers, qualifications, special or relative rights and privileges in respect of
the Preferred Stock.
The Preferred Stock may be issued from time to time in one or more classes
or series. The Board of Directors of the Corporation shall have authority to the
fullest extent permitted under the NRS to adopt by resolution from time to time
one or more Certificates of Designation providing for the designation of one or
more classes or series of Preferred Stock and the voting powers, whether full or
limited or no voting powers, and such designations, preferences and relative,
participating, limitations or restrictions thereof, and to fix or alter the
number of shares comprising any such class or
6
series, subject to any requirements of the NRS and this Restated Certificate of
Incorporation, as amended from time to time.
The authority of the Board of Directors with respect to each such class or
series shall include, without limitation of the foregoing, the right to
determine and fix the following preferences and powers, which may vary as
between different classes or series of Preferred Stock:
(a) the distinctive designation of such class or series and the number
of shares to constitute such class or series;
(b) the rate at which dividends on the shares of such class or series
shall be declared and paid, or set aside for payment, whether dividends at
the rate so determined shall be cumulative or accruing, and whether the
shares of such class or series shall be entitled to any participating or
other dividends in addition to dividends at the rate so determined, and if
so, on what terms;
(c) the right or obligation, if any, of the Corporation to redeem
shares of the particular class or series of Preferred Stock and, if
redeemable, the price, terms and manner of such redemption;
(d) the special and relative rights and preferences, if any, and the
amount or amounts per share, which the shares of such class or series of
Preferred Stock shall be entitled to receive upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation;
(e) the terms and conditions, if any, upon which shares of such class
or series shall be convertible into, or exchangeable for, shares of capital
stock of any other class or series, including the price or prices or the
rate or rates of conversion or exchange and the terms of adjustment, if
any;
(f) the obligation, if any, of the Corporation to retire, redeem or
purchase shares of such class or series pursuant to a sinking fund or fund
of a similar nature or otherwise, and the terms and conditions of such
obligation;
(g) voting rights, if any, including special voting rights with
respect to the election of directors and matters adversely affecting any
class or series of Preferred Stock;
(h) limitations, if any, on the issuance of additional shares of such
class or series or any shares of any other class or series of Preferred
Stock; and
(i) such other preferences, powers, qualifications, special or
relative rights and privileges thereof as the Board of
7
Directors of the Corporation, by the vote of the members of the Board of
Directors then in office acting in accordance with this Restated
Certificate of Incorporation, or any Preferred Stock, may deem advisable
and are not inconsistent with law, the provisions of this Restated
Certificate of Incorporation or the provisions of any such Certificate of
Designation.
ARTICLE V
The members of the governing board shall be styled directors, and the
number thereof shall be not less than three (3) nor more than ten (10). The
names and post office addresses of the first Board of Directors were as follows:
Names Post Office Addresses
----- ---------------------
James D. Finch 401 Clay Peters Bldg., Reno, Nevada
M.L. Finch 533 St. Lawrence Ave., Reno, Nevada
Stanley B. Finch 728 Nixon Ave., Reno, Nevada
V. F. Finch 728 Nixon Ave., Reno, Nevada
J.C. Finch 533 St. Lawrence Ave., Reno, Nevada.
ARTICLE VI
The name and post office address of each incorporator executing this
certificate were as follows:
Name Post Office Address
---- -------------------
James D. Finch 401 Clay Peters Bldg., Reno, Nevada
M. L. Finch 533 St. Lawrence Ave., Reno, Nevada
J.C. Finch 533 St. Lawrence Ave., Reno, Nevada.
ARTICLE VII
The Corporation is to have perpetual existence.
ARTICLE VIII
Except as hereinafter provided, the officers and directors of the
Corporation shall not be personally liable to the Corporation or its
shareholders for damages for breach of fiduciary duty as a director or officer.
This limitation on personal liability shall not apply to acts or omissions which
involve intentional misconduct, fraud, knowing violation of the law, or unlawful
payments of dividends prohibited by the NRS.
8
IN WITNESS WHEREOF, George N. Faris, the Chief Executive Officer of the
Corporation, and Denis J. Fitzpatrick, the Secretary of the Corporation have
been authorized to execute the foregoing certificate by resolution of the board
of directors, adopted at a meeting of the directors duly called and held on
April 9, 1996, and the foregoing certificate sets forth the text of the Articles
of Incorporation as amended to the date hereof.
Dated: July 29, 1996
AMERICAN INTERNATIONAL
PETROLEUM CORPORATION
By: /s/ George N. Faris
-----------------------------
George N. Faris, its
Chief Executive Officer &
Acting President
and: /s/ Denis J. Fitzpatrick
-----------------------------
Denis J. Fitzpatrick,
its Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On July 29, 1996, personally appeared before me, a Notary Public, for the
State and County aforesaid, George N. Faris and Denis J. Fitzpatrick, as Chief
Executive Officer and Secretary, respectively, of American International
Petroleum Corporation, who acknowledged that they executed the above instrument.
/s/ Nora Erickson
-----------------------------
Notary Public
[Notarial Seal] NORA ERICKSON
Notary Public, State of New York
No. 03-5009409
Qualified in Bronx County
Certificate filed in New York County
Commission Expires March 15, 1997
9
ARTICLES OF INCORPORATION FOR A NEVADA CORPORATION
1. Name of corporation: American International Petroleum Corporation
2. Date of adoption of Amended and/or Restated Articles: July 11, 1996
3. If the article were amended, please indicate what changes have been made:
See (h) below
(a) Was there a name change? Yes [ ] No [X] If yes, what is the new name?
Address change only
- --------------------------------------------------------------------------------
(b) Did you change your resident agent? Yes [ ] No [X] If yes, please indicate
new address:
United Corporate Services, Inc., 3579 Hwy. 50 East, Ste. C. Carson City, NV
89701
- --------------------------------------------------------------------------------
(c) Did you change the purposes? Yes [X] No [ ] Did you add Banking? [ ],
Gaming? [ ], Insurance? [ ], None of these? [X].
(d) Did you change capital stock? Yes [X] No [ ]. If yes, what is the new
capital stock?
100,000,000 shares of common stock, $.08 per share, and 7,000,000 shares of
preferred stock, par value $.01 per share.
(e) Did you change the directors? Yes [X] No [ ]. If yes, indicate the change:
The number of directors shall be not less than 3, no more than 10.
(f) Did you add the directors liability provision? Yes [ ] No [X].
(g) Did you change the period of existence? Yes [ ] No [X]. If yes, what is the
new existence?
(h) If none of the above apply, and you have amended or modified the articles,
how did you change your articles?
Modernized Articles to conform certificate to NRS and eliminate repetition
of NRS; Company was formed 70 years ago, and several obsolete provisions
were eliminated.
/s/ Denis J. Fitzpatrick CFO & Secretary
------------------------------------------
Name and Title of Officer
7/29/96
------------------------------------------
STATE OF NEW YORK
COUNTY OF NEW YORK
On July 29, 1996 personally appeared before me, a Notary Public, Denis J.
Fitzpatrick, who acknowledged that he/she executed the above document.
/s/ Nora Erickson
-----------------------------------
Notary Public
[STAMP/SEAL] NORA ERICKSON
Notary Public, State of New York
No. 03-5009409
Qualified in Bronx County
Certificate Filed in New York County
Commission Expires March 15, 1997
RECEIVED
AUG 05 1996
[ILLEGIBLE]
Secretary of State