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Exhibit 3.1
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 09701.
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:
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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 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
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(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.
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
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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.
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
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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 Articles of Incorporation shall be restated and amended; and
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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:
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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 09701.
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 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
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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.
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
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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
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James D. Finch 401 Clay Peters Bldg., Reno, Nevada
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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.
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 11, 1996 AMERICAN INTERNATIONAL
PETROLEUM CORPORATION
By: /s/ George N. Faris
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George N. Faris, its
Chief Executive Officer
and: /s/ Denis J.Fitzpatrick
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Denis J. Fitzpatrick,
its Secretary
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On July 11, 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/
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Notary Public
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