Exhibit 3.1
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After lssuance of Stock)
Kyocera Manaagement, Ltd.
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Name of Corporation
We the undersigned Bruce Ransom and Brian Ransom
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President Secretary
of Kyocera1 Management, Ltd. do hereby certify:
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Name of Corporation
That the Board of Directors of said corporation at a meeting duly convened, held
on the 31st day of March, 1999, adopted a resolution to amend the original
articles as follows:
Article I is hereby amended to read as follows:
The Name of the Corporation is: CathayOnline, Inc.
The number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation is 8,285,200; that the said change(s)
and amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each ciass of stock outstanding and
entitled to vote thereon.
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Bruce Ransom
President
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Brian Ransom
Corporate Secretary
Province of British Columbia
Country of Canada
This instmnient was acknowledged before me on April 8, 1999 by Bruce Ransom
as President and Brian Ransom as Corporate Secretary
of Kyocera Management, Ltd a Nevada corporation.
Signature
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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
KYOCERA MANAGEMENT, LTD.
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Name of Corporation
We the undersigned SHARON A. BOYD and
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President or Vice President
JEANETTE HUNTLEY of KYOCERA MANAGEMENT, LTD.
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Secretazy or Assistant Secretary Name of Corporation
do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 5 th day of JANUARY, 1998 adopted a resolution to amend
the original articles as follows:
Article FOURTH is hereby amended to read as follows:
That the total number of voting common stock authorized that may be
issued by the corporation is fifty million (50,000,000) shares of stock
with par value of $.OO1 per share and no other class of stock shall be
authorized. Said shares may be issued by the corporation from time to
time for such considerations as may be fixed from titme to time by the
Board of Directors.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 25,000 that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon. President o Secretary or Assistant
Secretary
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President or Vice President
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Secretary or Assistant Secretary
State of California
County of San Diego
This instrument was ackknowledged before me on 4/16/98 by SHARON A.
BOYD as PRESIDENT and JEANETTE HUNTLEY as SECRETARY of KYOCERA MANAGEMENT, LTD.
a Nevada corporation.
Signature
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[GRAPHIC OMITTED]
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that KYOCERA MANAGEMENT, LTD. did on the TWENTIETH day of
SEPTEMBER, 1995 file in this office the original Articles of Incorporation; that
said Articles are now on file and of record in the office of the Secretary of
State of the State of Nevada, and further, that said Articles contain all the
provisions required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at
my office, in Carson City, Nevada, this
TWENTIETH day of SEPTEMBER, 1995.
Secretary of State
By
Certification Clerk
ARTICLES OF INCORPORATION
OF
KYOCERA MANAGEMENT, LTD.
FIRST. The name of the corporation is:
KYOCERA MANAGEMENT, LTD.
SECOND. The resident agent for this corporation shall be:
SAGE INTERNATIONAL INC.
The address of said agent, and the principal or statutory address of this
corporation in the State of Nevada, shall be 1135 Terminal Way, Suite 209, Reno,
Nevada 89502, located in Washoe County, State of Nevada. This corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said corporation, and that this corporation may conduct all
corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD. The objects for which this corporation is formed are as follows:
to engage in any lawful activity.
FOURTH. That the total number of voting common stock authorized that
may be issued by the corporation is TWENTY FIVE THOUSAND (25,000) shares of
stock with NO PAR VALUE, and no other class of stock shall be authorized. Said
shares may be issued by the corporation from time to time for such
considerations as may be fixed from time to time by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the bylaws of this corporation,
providing that the number of directors shall not be reduced to less than one
(1). The name and post office address of the first Board of Directors shall be
one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
CHERI S. HILL 1135 TERMINAL WAY, SUITE 209
RENO, NEVADA 89502
1 of 3 pages.
SIXTH. After the amount of the subscription price, the purchase price,
of the par value of the stock of any class or series is paid into the
corporation, owners or holders of shares of any stock in the corporation may
never be assessed to pay the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing
the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
CHERI S. HILL 1135 TERMINAL WAY, SUITE 209
RENO, NEVADA 89502
EIGHTH. The corporation is to have perpetual existence.
NINTH. No director or officer of the corporation shall be personally
liable to the corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer or for any act or omission of any such
director or officer; however, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; or (b) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of this
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.
TENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
ELEVENTH. This corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
2 of 3 pages.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying the facts herein stated are true, and accordingly have
hereunto set my hand September 19, 1995.
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CHERI S. HILL, Incorporator
STATE OF NEVADA
COUNTY OF WASHOE
On September 19, 1995, before me, the undersigned, a Notary Public in and for
said County and State, personally appeared CHERI S. HILL, personally known to me
to be the person whose name is subscribed to the foregoing document and
acknowledged to me that she executed the same.
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Notary Public
CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT BY RESIDENT AGENT
SAGE INTERNATIONAL, INC., hereby accepts appointment as Resident
Agent of KYOCERA MANAGEMENT, LTD..
SAGE INTERNATIONAL, INC.
By: Date September 19, 1995
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CHERI S. HILL, Senior V.P.
3 of 3 pages.