EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
WILTEX A, INC.
* * * * *
The undersigned proposes to form a corporation under the laws of the State of
Nevada, relating to private corporations, and to that end hereby adopts articles
of incorporation as follows:
ARTICLE ONE. [NAME]. The name of the corporation is: WILTEX A, INC.
ARTICLE TWO. [LOCATION]. The registered office of this corporation is at 202 N.
Curry Street, Suite 100, City of Carson City, State of Nevada, 89703-4121. The
resident agent is State Agent and Transfer Syndicate, Inc.
ARTICLE THREE. [PURPOSES]. This corporation is authorized to carry on any lawful
business or enterprise.
ARTICLE FOUR. [CAPITAL STOCK]. The amount of the total authorized capital of
this corporation is $100,000 as 100,000,000 shares each with a par value of one
mill ($.001). Such shares are non-assessable.
ARTICLE FIVE. [DIRECTORS]. The initial governing board of this corporation shall
be styled directors and shall have one member. The name and address of the
member of the first board of directors is:
James E. Hogue
1191 Woodstock, Suite #5
Estes Park, Colorado 80517
ARTICLE SIX. [ELIMINATING PERSONAL LIABILITY]. Officers and directors shall have
no personal liability to the corporation or its stockholders for damages for
breach of fiduciary duty as an officer or director for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law or the
payment of distributions in violation of NRS 78.300.
ARTICLE SEVEN. [INCORPORATOR]. The name and address of the incorporator of the
corporation is: State Agent and Transfer Syndicate, Inc., 202 North Curry
Street, Suite 100, City of Carson City, Nevada 89703-4121.
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of this
corporation shall be perpetual.
ARTICLE NINE. [AMENDMENT OF ARTICLES OF INCORPORATION]. The articles of
incorporation of the corporation may be amended from time to time by a majority
vote of all shareholders voting by written ballot in person or by proxy held at
any general or special meeting of shareholders upon lawful notice.
ARTICLE TEN. [VOTING OF SHARES]. In any election participated in by the
shareholders, each shareholder shall have one vote for each share of stock he
owns, either in person or by proxy as provided by law. Cumulative voting shall
not prevail in any election by the shareholders of this corporation.
IN WITNESS WHEREOF the undersigned STATE AGENT AND TRANSFER SYNDICATE,
INC. for the purpose of forming a corporation under the laws of the State of
Nevada, does make, file and record these articles, and certifies that the facts
herein stated are true; and I have accordingly hereunto set my hand this day,
March 5, 2002.
INCORPORATOR
/s/ LESLIE CARLEN
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Leslie Carlen for
State Agent and Transfer Syndicate, Inc.
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT
State Agent and Transfer Syndicate, incorporated hereby certifies that on March
5, 2002, we accepted appointment as Resident Agent for the above named
corporation in accordance with Sec. 78.090, NRS 1957,
IN WITNESS WHEREOF, I have hereunto set my hand this March 5, 2002.
/s/ LESLIE CARLEN
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Leslie Carlen for
State Agent and Transfer Syndicate, Inc.
SECRETARY OF STATE
[STATE OF NEVADA SEAL]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that WILTEX A, INC. did on MARCH 14, 2002 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, on MARCH 14, 2002.
/s/ DEAN HELLER
[STATE OF NEVADA SEAL]
Secretary of State
By /s/ [ILLEGIBLE]
Certification Clerk