EXHIBIT 3.1
FILED # 15788-02
JUN 21 2002
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
BURRARD CAPITAL, INC.
I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Nevada, do
execute these Articles of Incorporation and do hereby certify as follows:
FIRST. The name of this corporation is BURRARD CAPITAL, INC.
SECOND. The address of this corporation's registered office is 502 John
Street, Carson City, Nevada 89706. The name of this corporation's registered
agent at such address is Corporation Service Company.
THIRD. The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized pursuant to the General
Corporation Law of the State of Nevada.
FOURTH. The total number of shares of stock, which this corporation shall
have authority to issue is eighty million (80,000,000) with a par value of
$.001 per share. Seventy million (70,000,000) of those shares are Common Stock
and ten million (10,000,000) of those shares are Preferred Stock. Each share of
Common Stock shall entitle the holder thereof to one vote, in person or by
proxy, on any matter on which action of the stockholders of this corporation is
sought. The holders of shares of Preferred Stock shall have no right to vote
such shares, except (i) as determined by the Board of Directors of this
corporation in accordance with the provisions of Section (3) of ARTICLE FIFTH
of these Articles of Incorporation, or (ii) as otherwise provided by the Nevada
General Corporation Law, as amended from time to time.
FIFTH. The Board of Directors of this corporation shall be, and hereby is,
authorized and empowered, subject to limitations prescribed by law and the
provisions of Article FOURTH of these Articles of Incorporation, to provide for
the issuance of the shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of Nevada, to establish
from time to time the number of shares to be included in each such series, and
to fix the designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions of each such
series. The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:
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(1) The number of shares constituting such series and the distinctive
designation of such series;
(2) The dividend rate on the shares of such series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of such series;
(3) Whether such series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
(4) Whether such series shall have conversion privileges, and, if so, the
terms and conditions of such conversion privileges, including provision for
adjustment of the conversion rate, in such events as the Board of Directors
shall determine;
(5) Whether or not the shares of such series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the date or date
upon or after which those shares shall be redeemable, and the amount per share
payable in the event of redemption, which amount may vary in different
circumstances and at different redemption dates;
(6) Whether that series shall have a sinking fund for the redemption or
purchase of shares of such series, and, if so, the terms and amount of such
sinking fund;
(7) The rights of the shares of such series in the event of voluntary or
involuntary liquidation, dissolution or winding up of this corporation, and the
relative rights of priority, if any, of payment of shares of such series; and
(8) Any other relative rights, preferences and limitations of such
series.
Dividends on issued and outstanding shares of Preferred Stock shall be
paid or declared and set apart for payment prior to payment of any dividends on
the shares of Common Stock with respect to the same dividend period.
If, upon any voluntary or involuntary liquidation, dissolution or winding
up of this corporation, the assets of this corporation available for
distribution to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full and complete preferential amount to
which such holders are entitled, then such assets shall be distributed ratably
among the shares of all series of Preferred Stock in accordance with the
respective preferential amounts, including unpaid cumulative dividends, if any,
payable with respect
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thereto.
SIXTH. The incorporator of this corporation is Thomas E. Stepp, Jr., whose
mailing address is 1301 Dove Street, Suite 460, Newport Beach, California 92660.
SEVENTH. To the fullest extent from time to time permitted by law, no
director or officer of this corporation shall be personally liable to this
corporation or its shareholders for damages for breach of any duty owed to this
corporation or its shareholders. Neither the amendment nor repeal of this
article, nor the adoption of any provision of the Articles of Incorporation
inconsistent with this article, shall eliminate or reduce the protection
specified by this article to a director or officer of this corporation with
respect to any matter which occurred, or any cause of action, suit, or claim
which, but for this article, would have accrued or arisen, prior to such
amendment, repeal, or adoption.
EIGHTH. This corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision specified in these
Articles of Incorporation, and other provisions authorized by the laws of the
State of Nevada at any such time then in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to these Articles of Incorporation in
its present form or as hereafter amended are granted subject to the rights
reserved in this article.
NINTH. The powers of the incorporator are to terminate upon the filing of
these Articles of Incorporation. The name and mailing address of the person who
is to serve as the initial director of this corporation until the first annual
meeting of stockholders of this corporation, or until his successor is elected
and qualifies, are:
1. Thomas Pressello
1502-543 Granville Street
Vancouver, British Columbia V6C 1X8
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TENTH. This corporation expressly elects not to be governed by the
provisions of Section 78.411 through 78.444, inclusive, of the Nevada General
Corporation Law.
ELEVENTH. All of the powers of this corporation, insofar as the same may
be lawfully vested by these Articles of Incorporation in the Board of
Directors, are hereby conferred upon the Board of Directors of this
corporation. In furtherance and not in limitation of that power, the Board of
Directors shall have the power to make, adopt, alter, amend and repeal from
time to time bylaws of this corporation, subject to the right of the
shareholders entitled to vote with respect thereto adopt, alter, amend and
repeal bylaws made by the Board of Directors.
The undersigned incorporator hereby acknowledges that the foregoing
Articles of Incorporation is his act and deed on this 11th day of June, 2002.
Incorporator:
/s/ Thomas E. Stepp, Jr.
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Thomas E. Stepp, Jr.
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State of California )
) ss
County of Orange )
On June 11, 2002 before me, Robin Gamma, a notary public in and for the
State of California, personally appeared Thomas E. Stepp, Jr., personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on
the instrument, the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
[NOTARY PUBLIC SEAL]
Signature /s/ Robin Gamma
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