EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
EGOONLINE.COM
The undersigned, to form a Nevada corporation, CERTIFIES THAT:
I. NAME: The name of the corporation is: Egoonline.com.
II. REGISTERED OFFICE; RESIDENT AGENT: The location of the registered
office of this corporation within the State of Nevada is 711 S. Carson St. Suite
4, Carson City, Nevada 89701; 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 the corporation;
and this corporation may conduct all corporation business of every kind or
nature, including the holding of any meetings of directors or shareholders
inside or outside the State of Nevada, as well as without the State of Nevada.
The Resident Agent for the corporation shall be Resident Agents of Nevada,
Inc., 711 S. Carson St. Suite 4, Carson City, Nevada 89701.
III. PURPOSE: The purpose for which this corporation is formed is: To
engage in any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the total authorized
capital stock of the corporation shall be One Hundred Thousand Dollars
($100,000.00), consisting of One Hundred Million (100,000,000) shares of Common
Stock, par value $.001 per share.
V. INCORPORATOR: The name and post office address of the Incorporator
signing these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
- ---- -------------------
Resident Agents of Nevada, Inc. 711 S. Carson St. Suite 4
Carson City, Nevada 89701
VI. DIRECTORS: The governing board of this corporation shall be known as
directors, and the first Board shall consist of one (1) director.
The number of directors may, pursuant to the By-Laws, be increased or
decreased by the Board of Directors, provided there shall be no less than one
(1) nor more than nine (9) Directors.
The name and post office addresses of the directors constituting the first
Board of Directors is as follows:
NAME POST OFFICE ADDRESS
- ---- -------------------
John Green 795 Anderson Crescent
West Vancouver, BC
Canada V7T 1S4
VII. STOCK NON-ASSESSABLE: The capital stock, or the holders thereof, after
the amount of the subscription price has been paid in, shall not be subject to
any assessment whatsoever to pay the debts of the corporation.
VIII. TERM OF EXISTENCE: This corporation shall have perpetual existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the
election of directors.
X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled to preemptive
rights.
XI. LIMITED LIABILITY: No officer or director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as an officer or director, except for liability (i)
for any breach of the officer or directors duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or (iii) for any
transaction from which the officer or director derived any improper personal
benefit. If the Nevada General Corporation Law is amended after the date of
incorporation to authorize corporate action further eliminating or limiting the
personal liability of officers or directors, then the liability of an officer or
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Nevada General Corporation Law, or amendments thereto. No
repeal or modification of this paragraph shall adversely affect any right or
protection of an officer or director of the Corporation existing at the time of
such repeal or modification.
XII. INDEMNIFICATION: Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a proceeding), by reason of the fact that he or she, or a person
for whom he or she is the legal representative, is or was an officer or director
of the Corporation, or is or was serving at the request of the Corporation as an
officer or director of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to employee benefit
plans whether the basis of such proceeding is alleged action in an official
capacity as an officer or director shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Nevada General Corporation
Law, as the same exists or may hereafter be amended, (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys fees, judgments, fines, excise taxes or penalties
and amounts to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to be an officer or director and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that except as provided herein with respect to proceedings seeking to enforce
rights to indemnification, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided
however, that, if the Nevada General Corporation Law requires the payment of
such expenses incurred by an officer or director in his or her capacity as an
officer or director (and not in any other capacity in which service was or is
rendered by such person while an officer or director, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, payment shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such officer or director, to
repay all amounts so advanced if it shall ultimately be determined that such
officer or director is not entitled to be indemnified under the Section or
otherwise.
If a claim hereunder is not paid in full by the Corporation within ninety
days after a written claim has been received by the Corporation, the claimant
may, at any time thereafter, bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful, in whole or in part, the claimant
shall be entitled to be paid the expense of prosecuting such claim. It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, is required, has been
tendered to the corporation) that the claimant has not met the standards of
conduct which make it permissible under the Nevada General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Nevada General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may have or
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hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.
The Corporation may maintain insurance, at its expense, to protect itself
and any officer, director, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
Nevada General Corporation Law.
The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification to any employee or agent of
the Corporation to the fullest extent of the provisions of this Section with
respect to the indemnification and advancement of expenses of officers and
directors of the Corporation or individuals serving at the request of the
Corporation as an officer, director, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise.
THE UNDERSIGNED, being the Incorporator hereinafter named for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Nevada, does make and file these Articles of Incorporation, hereby declaring and
certifying the facts herein stated are true, and, accordingly, has hereunto set
her hand this 3rd day of February, 2000.
/s/ Patricia A. Bozin
----------------------------------------
Patricia A. Bozin, Sole Incorporator
for Resident Agents of Nevada, Inc.
STATE OF NEVADA )
) SS
COUNTY OF CARSON )
On this 3rd day of February, 2000, before me, a Notary Public, personally
appeared Patricia A. Bozin who acknowledged to me that she executed the above
instrument.
/s/ Alan Teegardin
-----------------------------------------
Notary Public
My Appointment Expires: February 27, 2002
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CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name of corporation: Egoonline.com
2. The articles have been amended as follows:
"I. NAME: The name of the corporation is: EZfoodstop.com."
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 100%.
4. Signatures:
/s/ John Green /s/ Ann Frazier
- ------------------------------------- ----------------------------------------
John Green, President Ann Frazier, Secretary
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name of corporation: EZFoodstop.com (C3160-2000)
2. The articles have been amended as follows:
"I. NAME: The name of the corporation is: Far East Energy Corporation."
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendments is: 100%
4. Officer Signatures:
/s/ John Green /s/ Ann Frazier
- ------------------------------------- ----------------------------------------
John Green, President Ann Frazier, Secretary
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
FAR EAST ENERGY CORPORATION
I, the undersigned, John Springsteen, do hereby certify:
That the Board of Directors of Far East Energy Corporation (the
"Corporation"), at a meeting duly convened and held on the 6th day of February
2003, adopted a resolution recommending that the Corporation's stockholders
amend the articles of incorporation as follows:
Article IV is hereby amended to read as follows:
"IV. AUTHORIZATION OF CAPITAL STOCK: The capitalization of the
corporation shall be 500,000,000 shares of common stock, $0.001 par value,
and 500,000,000 shares of preferred stock, $0.001 par value. The class of
preferred stock may be divided into such series as may be established by
the Board of Directors, as provided in sections 78.195 and 78.196 of the
Nevada Revised Statutes.
The Board of Directors shall have the authority, by resolution(s), (1)
to divide the Preferred Stock into more than one class of stock or more
than one series of any class; (2) to establish and fix the distinguishing
designation of each such series and the number of shares thereof, which
number, by like action of the Board of Directors, from time to time
thereafter, may be increased, except when otherwise provided by the Board
of Directors in creating such series, or may be decreased, but not below
the number of shares thereof then outstanding; and (3) within the
limitations of applicable law of the State of Nevada or as otherwise set
forth in this Article, to fix and determine the relative voting powers,
designations, preferences, limitations, restrictions and relative rights of
the various classes of stock or series thereof and the qualifications,
limitations or restrictions of such rights of each series so established
prior to the issuance thereof."
At a Special Meeting of stockholders ("Special Meeting") of the Corporation
held on March 3, 2003 and adjourned until March 4, 2003, the stockholders of the
Corporation approved, pursuant to section 78.390 of the Nevada Revised Statutes,
the said amendment to the Corporation's articles of incorporation. The record
date for the Special Meeting was January 31, 2003, and at close of business on
such record date the number of shares of the Corporation's common stock
outstanding and entitled to vote on an amendment to the articles of
incorporation was 47,350,500. At the Special Meeting, a quorum was present and
the said change and amendment to the Corporation's articles of incorporation has
been consented to and approved by a vote of the stockholders holding at least a
majority of each class of stock outstanding and entitled to vote thereon. The
corporation has only one class of outstanding stock.
This Certificate of Amendment to the Corporation's articles of
incorporation shall become effective upon filing.
/s/ John Springsteen
-----------------------------------------
John Springsteen, Chief Financial Officer
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