1
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
CAPE COD INVESTMENT COMPANY
I, the undersigned, being a natural person more than eighteen (18)
years of age, acting as incorporator of the above-named corporation
(hereinafter referred to as the "Corporation") under the provisions of the
Nevada Business Corporation Act, do hereby adopt the following Articles of
Incorporation for such Corporation:
ARTICLE
NAME
The name of the Corporation hereby created shall be:
Cape Cod Investment Company
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSE
The purposes for which the Corporation is organized are:
(a) To acquire by purchase or otherwise, own, hold,
lease, rent, mortgage or otherwise, to trade with and deal in real
estate, lands and interests in lands and all other property of every
kind and nature;
(b) To manufacture, use, work, sell and deal in
chemicals, biologicals, pharmaceuticals, electronics and products of
all types owned or hereafter owned by it for manufacturing, using and
vending any device or devices, machine or machines or manufacturing,
working or producing any or all products;
2
(c) To borrow money and to execute notes and obligations
and security contracts therefor, to lend any of the monies or funds of
the Corporation and to take evidence of indebtedness therefor; and to
negotiate loans; to carry on a general merchantile and merchandise
business and to purchase, sell and deal in such goods, supplies and
merchandise of every kind and nature;
(d) To guarantee the payment of dividends or interest on
any other contract or obligation of any corporation whenever proper or
necessary for the business of the Corporation in the judgment of its
directors;
(e) To do all and everything necessary, suitable,
convenient, or proper for the accomplishment of any of the purposes or
the attainment of any one or more of the objects herein enumerated or
incidental to the powers therein named or which shall at any time
appear conclusive or expedient for the protection or benefit of the
Corporation, with all the powers hereafter conferred by the laws under
which this Corporation is organized; and
(f) To engage in any and all other lawful purposes,
activities and pursuits, whether similar or dissimilar to the
foregoing, and the Corporation shall have all the powers allowed or
permitted by the laws of the state of Nevada.
ARTICLE IV
CAPITAL STOCK
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 60,000,000 shares, consisting of
10,000,000 shares of preferred stock, par value $0.001 per share (hereinafter
the "Preferred Stock"), and 50,000,000 shares of common stock, par value $0.001
per share (hereinafter the "Common Stock"). The Common Stock shall be
non-assessable and shall not have cumulative voting rights.
(a) Preferred Stock. Shares of Preferred Stock may be
issued from time to time in one or more series as may from time to
time be determined by the Board of Directors. Each series shall be
distinctly designated. All shares of any one series of the Preferred
Stock shall be alike in every particular, except that there may be
different dates from which dividends thereon, if any, shall be
cumulative, if made cumulative. The powers, preferences and relative,
participating, optional and other rights of each such series, and the
qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other series at any time outstanding.
Except as hereinafter
2
3
provided, the Board of Directors of this corporation is hereby
expressly granted authority to fix, by resolution or resolutions
adopted prior to the issuance of any shares of each particular series
of Preferred Stock, the designation, powers, preferences and relative,
participating, optional and other rights, and the qualifications,
limitations and restrictions thereof, if any, of such series,
including but without limiting the generality of the foregoing, the
following:
(i) the distinctive designation of, and the number of
shares of Preferred Stock which shall constitute the series, which
number may be increased (except as otherwise fixed by the Board OF
Directors) or decreased (but not below the number of shares thereof
then outstanding) from time to time by action of the Board of
Directors;
(ii) the rate and times at which, and the terms and
conditions upon which, dividends, if any, on shares of the series
shall be paid, the extent of preferences or relations, if any, of such
dividends to the dividends payable on any other class or classes of
stock of this corporation, or on any series of Preferred Stock or of
any other class or classes of stock of this corporation, and whether
such dividends shall be cumulative or non-cumulative.
(iii) the right, if any, of the holders of shares of the
series to convert the same into, or exchange the same for, shares of
any other class or classes of stock of this corporation, or of any
series of Preferred Stock or of any other class or classes of stock of
this corporation, and the terms and conditions of such conversion or
exchange;
(iv) whether shares of the series shall be subject to
redemption, and the redemption price or prices including, without
limitation, a redemption price or prices payable in shares of the
Common Stock and the time or times at which, and the terms and
conditions upon which, shares of the series may be redeemed;
(v) the rights, if any, of the holders of shares of the
series upon voluntary or involuntary liquidation, merger,
consolidation, distribution or sale of assets, dissolution or
winding-up of this corporation;
(vi) the terms of the sinking fund or redemption or
purchase account, if any, to be provided for shares of the series; and
3
4
(vii) the voting power, if any, of the holders of shares of
the series which may, without limiting the generality of the
foregoing, include the right to more or less than one vote per share
of any or all matters voted upon by the shareholders and the right to
vote, as a series by itself or together with other series of Preferred
Stock as a class, upon such matters, under such circumstances and upon
such conditions as the Board of Directors may fix, including, without
limitation, the right, voting as a series by itself or together with
other series of Preferred Stock or together with all series of
Preferred Stock as a class, to elect one or more directors of this
corporation in the event there shall have been a default in the
payment of dividends on any one or more series of Preferred Stock or
under such other circumstances and upon such condition as the Board
may determine.
(b) Common Stock
(i) after the requirements with respect to preferential
dividends on Preferred Stock (fixed in accordance with the provisions
of subparagraph (a)(ii) of this Article, if any, shall have been met
and after this corporation shall have complied with all the
requirements, if any, with respect to the setting aside of sums as
sinking funds or redemption or purchase accounts as sinking funds or
redemption or purchase accounts (fixed in accordance with the
provisions of subparagraph (a)(ii) of this Article) and subject
further to any other conditions which may be fixed in accordance with
the provisions of paragraph (a) of this Article, then, but not
otherwise, the holders of Common Stock shall be entitled to receive
such dividends, if any, as may be declared from time to time by the
board of directors;
(ii) after distribution in full of the preferential amount
(fixed in accordance with the provisions of paragraph (a) of this
Article), if any, to be distributed to the holders of Preferred Stock
in the event of voluntary or involuntary liquidation, distribution or
sale of assets, dissolution or winding-up of the corporation, the
holders of the Common Stock shall be entitled to receive all the
remaining assets of this Corporation, tangible and intangible, of
whatever kind available for distribution to stockholders, ratably in
proportion to the number of shares of the Common Stock held by each;
and
4
5
(iii) no holder of any of the shares of any class or series
of stock or of options, warrants or other rights to purchase share of
any class or series of stock or of other securities of the Corporation
shall have any pre-emptive right to purchase or subscribe for any
unissued stock of any class or series or any additional shares of any
class or series to be issued by reason of any increase of the
authorized capital stock of the Corporation of any class or series, or
bonds, certificates of indebtedness, debentures or other securities
convertible into or exchangeable for stock of the Corporation or any
class or series, or carrying any right to purchase stock, may be
issued and disposed of pursuant to resolution of the board of
directors to such persons, firms, corporation or association, whether
such holders or others, and upon such terms as may be deemed advisable
by the board of directors in the exercise of its sole discretion.
ARTICLE V
DENIAL OF PRE-EMPTIVE RIGHTS
No holder of any shares of the Corporation, whether now or hereafter
authorized, shall have any pre-emptive or preferential rights to acquire shares
or securities of the Corporation.
ARTICLE VI
PAID IN CAPITAL
The Corporation will not commence business until the consideration of
the value of at least $1,000.00 has been received by it as consideration for
the issuance of the shares.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve or
who have served at any time as directors or officers or who at the request of
the Board of Directors of the Corporation, may serve or any time have served as
directors or officers of another corporation in which the Corporation at such
time owned or may own shares of stock or of which it was or may be a creditor,
and their respective heirs, administrators, successors and assigns, against any
and all expenses, including amounts paid upon judgments, counsel fees and
amounts paid in settlement
5
6
(before or after suit is commenced), actually and necessarily by such persons
in connection with the defense or settlement of any claim, action, suit or
proceeding in which they, or any of them, are made parties, or a party, or
which may be asserted against them or any of them, by reason of being or having
been directors or officers of the Corporation, or of such other corporation,
except in relation to matters as to which any such director or officer of the
Corporation, or of such other corporation or former director or officer or
person shall be adjudged in any action, suit or proceeding to be liable for his
own negligence or misconduct in the performance of his duty. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, by law, agreement, vote of
shareholder or otherwise.
ARTICLE III
OFFICERS' AND DIRECTORS' CONTRACTS
No contract or other transaction between this Corporation and any
other firm or corporation shall be affected by the fact that a director or
officer of this Corporation has an interest in, or is a director or officer of
this Corporation or any other corporation. Any officer or director,
individually or with others, may be a party to, or may have an interest in, any
transaction of this Corporation or any transaction in which this Corporation is
a party or has an interest. Each person who is now or may become an officer or
director of this Corporation is hereby relieved from liability that he might
otherwise obtain in the event such officer or director contracts with this
Corporation for the benefit of himself or any firm or other corporation in
which he may have an interest, provided such officer or director acts in good
faith.
ARTICLE IX
ADOPTION AND AMENDMENT OF BY-LAWS
The initial By-Laws of the Corporation shall be adopted by its board
of directors. The power to alter or amend or repeal the By-Laws or adopt new
By-Laws shall be vested in the board of directors, but the holders of common
stock of the Corporation may also alter, amend, or repeal the By-Laws or adopt
new By-Laws. The By-Laws may contain any provisions for the regulation and
management of the affairs of the Corporation not inconsistent with law or these
Articles of Incorporation.
6
7
ARTICLE X
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation and
its initial registered agent at such address is:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
ARTICLE XI
DIRECTORS
The Corporation shall not have fewer directors than the number of
shareholders who own an equity interest in the Corporation. At such time as the
Corporation has three (3) or more shareholders, it shall not have less than
three (3) nor more than nine (9) directors. The permissible number of directors
may be increased or decreased from time to time by the board of directors in
accordance with 78.330 of the Nevada Revised Statutes or any amendment or
successor statute. The original board of directors shall be comprised of one
(1) person. The name and address of the person who is to serve as director
until the first annual meeting of shareholders and until his successor is duly
elected and shall qualify is:
Frank D. Bond
526 East 2825 North
Provo, Utah 84601
ARTICLE XII
INCORPORATOR
The name and address of the incorporator is:
Frank D. Bond
526 East 2825 North
Provo, Utah 84601
Dated this 20 day of December, 1985.
/s/ FRANK D. BOND
----------------------------------------
Frank D. Bond
7
8
STATE OF UTAH )
:ss.
County of Salt Lake )
I, Lark Jackson, a notary public, hereby certify that on the 20th day
of December, 1985, personally appeared before me Frank D. Bond, being by me
first duly sworn, who acknowledged to me that he is the person who signed the
foregoing document as the incorporator and that the statements contained herein
are true.
/s/ LARK JACKSON
------------------------------
My commission expires: NOTARY PUBLIC
8-13-89 Residing in Bountiful, Utah
- ----------------------
8
9
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CAPE COD INVESTMENT COMPANY
(Changed herein to "Cape Cod Ventures, Inc.")
We the undersigned, as President and Secretary of Cape Cod Investment
Company do hereby certify:
That the Board of Directors of said corporation pursuant to a
unanimous consent executed by all the shareholders in accordance with the
provisions of Section 78.320 of the Nevada Revised Statutes dated March 31,
1987, adopted a resolution to amend the original Articles of Incorporation as
follows:
1. Article I of the Company's Articles of Incorporation is hereby
amended by striking the entire Article I and inserting in lieu thereof
the following:
The name of the corporation is: "Cape Cod Ventures, Inc.".
2. By the execution OF this amendment to the Articles of
Incorporation, the president and secretary of said corporation do
hereby certify that the foregoing amendment to the Articles of
Incorporation was adopted as an amendment to the original Articles of
Incorporation of Cape Cod Investment Company, by the shareholders of
said corporation pursuant to a unanimous consent executed by all of
the shareholders in accordance with the provisions of Section 78.320
of the Nevada Revised Statutes, which provides that a written consent
setting forth the action taken and signed by all the shareholders of
the corporation shall have the same effect as a unanimous vote taken
at a meeting of the shareholders. As of March 31, 1987, there was a
total of 3,000,000 shares of the corporations's common stock issued
and outstanding, of which all 3,000,000 shares voted for the adoption
of this amendment to the Articles of Incorporation. No shares voted
against the adoption of this amendment to the Articles of
Incorporation.
DATED this 2nd day of April, 1987.
CAPE COD VENTURES, INC.
ATTEST:
/s/ MARILYN C. PARRY /s/ FRANK D. BOND
- --------------------------- ------------------------------
Marilyn C. Parry, Secretary Frank D. Bond
10
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 2nd day of April, 1987, personally appeared before me a Notary
Public, Frank Bond and Marilyn C. Parry, President and Secretary of the
corporation, who acknowledged that they executed the above instrument.
/s/ LARK JACKSON
----------------------------------------
Notary Public
Residing at Bountiful, Utah
My Commission Expires:
8-13-89
- ----------------------
2
11
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF
CAPE COD VENTURES, INC.
Pursuant to section 78.390 of the Nevada Revised Statutes, Cape Cod
Ventures, Inc., hereinafter referred to as the "Corporation," hereby adopts the
following amendment to its Articles of Incorporation.
1. The Articles of Incorporation of the Corporation are hereby
amended by deleting Article One thereof and substituting the following
therefor:
ARTICLE I
NAME
The name of the Corporation shall be:
Environmental Safeguards, Inc.
2. The Articles of Incorporation of the Corporation are hereby
amended by inserting the following provision as new subsection (c) of Article
IV captioned "CAPITAL STOCK:"
(c) Reverse Split. On the effective date of this
amendment, the Corporation shall effect a reverse split in its issued
and outstanding shares of Common Stock so that the 50,000,000 shares
currently issued and outstanding shall be reverse split, or
consolidated, on a 1-for-100 basis, and stockholders shall receive one
share of the Corporation's Common Stock, par value $0.001 (hereinafter
the "Consolidated Common Stock"), for each 100 shares of Common Stock,
par value $0.001, held by them on the effective date of the reverse
split. No scrip or fractional share will be issued in connection with
the reverse split and any fractional shares will be rounded to the
nearest whole share. All shares returned to the Corporation as a
result of the reverse split will be canceled and returned to the
status of authorized and unissued shares. This amendment shall be
become effective on the date filed with the office of the Nevada
Secretary of State.
3. By execution of this Certificate of Amendment to Articles of
Incorporation of Cape Cod, Inc., the president and secretary of the Corporation
do hereby certify that the
12
foregoing amendment was duly adopted, authorized and consented to in accordance
with section 78.320 of the Nevada Revised Statutes by the written consent,
dated April 19, 1993, of shareholders holding 33,537,000 shares of the
Corporation's Common Stock, or approximately 67.07% of the 50,000,000 shares
which were issued and outstanding on April 19, 1993, the record date.
DATED the 17th day of May, 1993.
Cape Cod Ventures, Inc.
By /s/ MICHAEL P. BRINTON
-------------------------------------
Michael P. Brinton, President
By /s/ ELISABETH JONES
-------------------------------------
Elisabeth Jones, Secretary
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On this 17th day of May, 1993, personally appeared before me Michael
P. Brinton and Elisabeth Jones, who being by me duly sworn did say that they
are the president and secretary, respectively, of Cape Cod Ventures, Inc., a
Nevada corporation, that they are the persons who executed the foregoing
Certificate of Amendment to Articles of Incorporation on behalf of said
corporation by authority of resolutions of a majority of its shareholders, and
each duly acknowledged to me that said corporation executed the same.
/s/ KATHLEEN G. CARTER
--------------------------
Notary Public
2
13
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
ENVIRONMENTAL SAFEGUARDS, INC.
We, the undersigned President and Assistant Secretary of Environmental
Safeguards, Inc. do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened
and held on November 3, 1995, adopted resolutions to amend the original
article of incorporation as follows:
Article IV is hereby amended (i) give effect to a 10 for 1 forward split
of the Common Shares; (ii) decrease the post-reverse split authorized
Common Shares to 50,000,000 shares; and (iii) increase the post-forward
split par value of the Common Shares to $0.001 per share, and to read in
full as follows:
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 60,000,000 shares,
consisting of 10,000,000 shares of preferred stock, par value $0.001
per share (hereinafter the "Preferred Stock"), and 50,000,000 shares
of common stock, par value $0.001 per share (hereinafter "Common
Stock"). The Common Stock shall be nonassessable and shall not have
cumulative voting rights.
(a) Preferred Stock. Shares of Preferred Stock may be issued
from time to time in one or more series as may from time to time be
determined by the Board of Directors. Each series shall be distinctly
designated. All shares of any one series of the Preferred Stock shall
be alike in every particular, except that there may be different
dates from which dividends thereon, if any, shall be cumulative; if
made cumulative. The powers, preference and relative, participating,
optional and other rights of each such series, and the
qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other series at any time
outstanding. Except as hereinafter provided, the Board of Directors
of this corporation is hereby expressly granted authority to fix, by
resolution or resolutions adopted prior to the issuance of any shares
of each particular series of Preferred Stock, the designation,
powers, preferences and relative, participating, optional and other
rights, and the qualifications, limitations and restrictions thereof,
if any, of such series, including but without limiting the generality
of the foregoing, the following:
14
(i) the distinctive designation of, and the number of
shares of Preferred Stock which shall constitute the series,
which number may be increased (except as otherwise fixed by the
Board of Directors) or decreased (but not below the number of
shares thereof then outstanding) from time to time by action of
the Board of Directors;
(ii) the rate and times at which, and the terms and
conditions upon which, dividends, if any, on shares of the
series shall be paid, the extent of preferences or relations, if
any, of such dividends to the dividends payable on any other
class or classes of stock of this corporation, or on any series
of Preferred Stock or of any other class or classes of stock of
this corporation, and whether such dividends shall be cumulative
or noncumulative.
(iii) the right, if any, of the holders of shares of the
series to convert the same into, or exchange the same for,
shares of any other class or classes of stock of this
corporation, or of any series of Preferred Stock or of any other
class or classes of stock of this corporation, and the terms and
conditions of such conversion or exchange;
(iv) whether shares of the series shall be subject to
redemption, and the redemption price or prices including,
without limitation, a redemption price or prices payable in
shares of the Common Stock and the time or times at which, and
the terms and conditions upon which, shares of the series may be
redeemed;
(v) the rights, if any, of the holders of shares of the
series upon voluntary or involuntary liquidation, merger,
consolidation, distribution or sale of assets, dissolution or
winding-up of this corporation;
(vi) the terms of the sinking fund or redemption or
purchase account, if any, to be provided for shares of the
series, and
(vii) the voting power, if any, of the holders of shares of
the series which may, without limiting the generality of the
foregoing, include the right to more or less than one vote per
share of any or all matters voted upon by the shareholders and
the right to vote, as a series by itself or together with other
series of Preferred Stock as a class, upon such matters, under
such circumstances and upon such conditions as the Board of
Directors may fix, including, without limitation, the right,
voting as a series by itself or together with other series of
Preferred Stock or together with all series of Preferred Stock
as a class, to elect
15
one or more directors of this corporation in the event there
shall have been a default in the payment of dividends on any one
or more series of Preferred Stock or under such other
circumstances and upon such condition as the Board may
determine.
(b) Common Stock
(i) after the requirements with respect to preferential
dividends on Preferred Stock (fixed in accordance with the
provisions of subparagraph (a)(ii) of this Article, if any,
shall have been met and after this corporation shall have
complied with all the requirements, if any, with respect to the
setting aside of sums as sinking funds or redemption or purchase
accounts (fixed in accordance with the provisions of
subparagraph (a)(ii) of this Article) and subject further to any
other conditions which may be fixed in accordance with the
provisions of paragraph (a) of this Article, then, but not
otherwise, the holders of Common Stock shall be entitled to
receive such dividends, if any, as may be declared from time to
time by the Board of Directors;
(ii) after distribution in full of the preferential amount
(fixed in accordance with the provisions of paragraph (a) of
this Article), if any, to be distributed to the holders of
Preferred Stock in the event of voluntary or involuntary
liquidation, distribution or sale of assets, dissolution or
winding-up of the corporation, the holders of the Common Stock
shall be entitled to receive all the remaining assets of this
Corporation, tangible and intangible, of whatever kind available
for distribution to stockholders, ratably in proportion to the
number of shares of the Common Stock held by each; and
(iii) no holder of any of the shares of any class or series
of stock or of options, warrants or other rights to purchase
shares of any class or series of stock or of other securities of
the Corporation shall have any pre-emptive right to purchase or
subscribe for any unissued stock of any class or series or any
additional shares of any class or series to be issued by reason
of any increase of the authorized capital stock of the
Corporation of any class or series, or bonds, certificates or
indebtedness, debentures or other securities convertible into or
exchangeable for stock of the Corporation or any class or
series, or carrying any right to purchase stock of any class or
series, but any such unissued stock, additional authorized issue
of shares of any class or series of stock or securities
convertible into or exchangeable for stock, or carrying any
right to purchase stock, may be issued and disposed of pursuant
to resolution of the board of directors to
15
16
such persons, firms, corporation or association, whether such
holders or others, and upon such terms as may be deemed
advisable by the board of directors in the exercise of its sole
discretion.
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation are 555,145 that the said
change(s) and amendment has 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.
/s/ JAMES S. PERCELL
-------------------------------
JAMES S. PERCELL, President
/s/ BURL JACKS
-------------------------------
BURL JACKS, Assistant Secretary
17
STATE OF TEXAS )
)
COUNTY OF HARRIS )
On December 27, 1995, personally appeared before me, a Notary Public,
JAMES S. PERCELL, who acknowledged that he executed the above document.
[ILLEGIBLE]
-------------
Notary Public
[Notary Stamp or Seal]
STATE OF TEXAS )
)
COUNTY OF HARRIS )
On December 27, 1995, personally appeared before me, a Notary Public, BURL
JACKS, who acknowledged that she executed the above document.
/s/ CECILE A SACKER
---------------------
Notary Public
18
STATE OF NEVADA C 35092
ATT: HANK VANDERKAM
C/O VANDERKAM & SANDER
111 CAROLINE STE 2905
HOUSTON TX 77010
DEAN HELLER, Secretary of State * Capitol Complex * Carson City, Nevada 89710
================================================================================
Date 1/2/96
-------
Corp. No. 8688-85 Check $ 135.00 Check No 1785 Cash $
-------- ----------- ----- ----------
RE: ENVIRONMENTAL SAFEGUARDS, INC.
INCORPORATION: Domestic / / Non Profit / / Foreign / / ____________________
AMENDMENT: Dissolution / / Withdrawal / / Merger / / Other /X/ STOCK SPLIT $75.00
CERTIFICATE: Good Standing (Short) _______ (Long) _______ Misc. ______________
COPIES: ___________ @ $1.00 ____________ @ $.50
CERTIFIED:____________ @ $5.00 ______________ @ $10.00 $10.00
LIST OF OFFICERS: Annual___ Sixty Day___ Non Profit____ Amended____ Late Fee____ EXP.
REINSTATEMENT $50.00
------------------------------------------------------------------ -------
RESOLUTION: Address Change__________ Resident Agent Change _______ _____________ $135.00
EXPEDITE _______________________________________________________________________
OTHER___________________________________________________________________________ DF
CORP-R (Rev.11-94) YELLOW, Customer; PINK, Accounting; BLUE, Department. By_____________