EXHIBIT (3)(i)(a)
ARTICLES OF INCORPORATION
OF
OAKRIDGE EXPLORATION, INC.
We, the undersigned, natural persons of the age of twenty-one years or
more, acting as Incorporators of the Corporation under the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
Corporation:
ARTICLE I
Name
The name of the Corporation (hereinafter called the Corporation) is
Oakridge Exploration, Inc.
ARTICLE II
Duration
The duration of the Corporation is perpetual.
ARTICLE III
General Purposes
The general purpose of the Corporation shall be as follows:
Section 1: To purchase, locate, lease, or otherwise acquire, mines, mining
claims, mining rights, and lands and any interest therein, and explore, work,
exercise, develop, and turn to account the same: to quarry, mine, smelt, refine,
dress, amalgamate, and prepare for market, ore metal and mineral substances of
all kinds, and to carry on any other operations or business which may seem
necessary, convenient, or incidental to any of the objects of the company; to
buy, sell, manufacture, and deal in minerals, plants, machinery, implements,
conveniences, provisions, and things capable of being used in connection with
the mining or other operations of this Corporation, or required by workmen and
others employed by the company; to construct, carry out, maintain; improve,
manage, work, control, and superintend, any roads, ways, railways, bridges,
reservoirs, water-courses, aqueducts, wharves, furnaces, mills, crushing works,
hydraulic works, factories, warehouses, and other works and conveniences which
may seem necessary,
convenient, or incidental to any object of the company, and to contribute to
subsidize, or otherwise aid or take part in any such operations.
Sections 2: To buy, sell, mortgage, encumber, and deal in real estate, and
in any and all kinds of personal property, in the pursuit and accomplishment of
the purposes of the Corporation; to borrow money and execute evidence of
indebtedness and to do any and all things necessary to establish, to promote,
and to carry on the business of the Corporation.
Section 3: To issue promissory notes, bonds, debentures, and other
evidences of indebtedness in the furtherance of any of the stated purposes of
the Corporation.
Section 4: To enter into or execute contracts of any kind and character,
sealed or unsealed, with individuals, firms, associations, corporations
(private, public, or municipal), to political subdivisions of the United States
or with the Government of the United States and North America.
Section 5: To buy, acquire, own, pledge, and sell bonds, debentures or
other securities of any corporations (private or public), and municipality, and
state of the United States or the Government of the United States.
Section 6: To do each and every thing necessary, suitable or proper for
the accomplishment of any of the purposes of the attainment of any of the
objects herein enumerated, or which shall at any time appear conducive to or
expedient for the protection or benefit of the Corporation.
Section 7: And all other powers as enumerated under Section 16-10-4 of the
Utah Code Annotated, 1953, as amended in 1961, under the Utah Business
Corporation Act, insofar as such powers are reasonably connected with or
incidental to any of the other purposes outlined Article III of these Articles
of Incorporation.
ARTICLE IV
Authorized Capital
The authorized capital of the Corporation shall be Eighty Million
(80,000,000) shares of non-assessable, common stock, each having a par value of
one cent. Such shares are all of the same class and are not to be divided into
classes or to be issued in series.
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ARTICLE V
Right of the Corporation to Acquire its Own Shares
The Corporation shall have the right to purchase, take, receive, or
otherwise acquire its own shares, but purchase of such shares, whether direct or
indirect, shall be made only to the extent of the unreserved and unrestricted
earned surplus available therefore.
ARTICLE VI
Commencement of Business
The Corporation shall not commence business until at least One Thousand
Dollars ($1,000.00) has been received by it as consideration for the
issuance of
shares.
ARTICLE VII
Voting of Shares
Each outstanding share of the common stock of the Corporation shall be
entitled to one (1) vote on any matter submitted to a vote at a meeting of the
shareholders, each shareholder being entitled to vote his or her shares in
person or by proxy executed in writing by such shareholder, or by his or her
duly authorized attorney-in-fact. At each election for Directors of the
Corporation each shareholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the number of shares owned by him or her
for each of the Directors to be elected, and for whose election he or she has a
right to vote. There shall be no cumulative voting.
ARTICLE VIII
Provisions for Regulation of Internal Affairs of the Corporation
Section 1: Regular meetings of Shareholders - It shall not be necessary
for meetings of the shareholders to be held regularly or annually. They will be
held from time to time as required by the affairs of the Corporation and shall
be scheduled and called by the Board of Directors or upon demand by not less
than twenty-five per cent (25%) of the outstanding stock. Notice of such
meetings shall be given by mail or by personal contact not less than five (5)
days prior to such meetings to each shareholder of record at the date of notice.
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Section 2: Quorum of Shareholders - A majority of the shares of the common
stock of the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at all meetings of the shareholders of the
Corporation.
Section 3: Meetings of the Board of Directors - Meetings of the Board of
Directors of the Corporation, whether regular or special, may be held either
within or without the State of Utah and at such a suitable place in either the
United States, Europe, or elsewhere as may be determined by the Board of
Directors or by at least two (2) of the Directors of the Corporation. Notice of
such meetings shall be given as prescribed by the Board of Directors.
Section 4: Quorum of Directors - A majority of the Directors holding
office at any given time shall constitute a quorum for the transaction of
business.
Section 5: By-Laws of the Corporation - The Board of Directors shall have
the power to adopt By-Laws for the Corporation and to amend the same from time
to time at any regular or special meeting of the Board of Directors. Amendments
to By-Laws shall require a two-thirds (2/3) majority of the Directors present in
order to be adopted. The affairs of the Corporation shall be governed by these
Articles of Incorporation until By-Laws are adopted and thereafter shall be
governed by the Articles of Incorporation and the By-Laws.
Section 6: Vacancies in the Board of Directors - Any vacancy occurring in
the Board of Directors may be filled by an affirmative vote of a majority of the
remaining Directors through less than a quorum of the Board of Directors. A
Director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of Directors shall also be filled by the Board of
Directors, such appointment to be until the next annual meeting or a special
meeting of the shareholders called for the purpose of electing a Director to the
office so created. Any directorship to be filled by reason of the removal of one
or more Directors by the shareholders may be filled by election by the
shareholders at a meeting at which the Director or Directors are removed.
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Section 7: Shareholders of Record - The names and address of each
shareholder of record of the common stock of the Corporation shall be
conclusively presumed to be in accordance with the stock ledger of the
Corporation. Such shareholders shall have all rights usual to holders of the
common stock of a Corporation as provided by applicable Utah law. Shareholders
of record of thirty (30) days prior to any regular or special meeting of the
shareholders shall be entitled to vote their shares at such meeting.
Section 8: Books and Records - The Corporation shall keep such books and
records as are reasonably necessary to the conduct of its affairs.
Section 9: Working Capital and Business Management - The Board of
Directors shall have the power to fix and vary the amount to be reserved as
working capital and to otherwise govern the affairs, financing, and management
of the Corporation as the Board, in its discretion, deems proper, including the
appointment of persons to serve at the pleasure of the Board of Directors as
Assistant Secretary and Assistant Treasurer, and the creation and appointment of
such committees as the Board may deem necessary and proper.
Section 10: Compensation of Directors - The Board of Directors may make
provisions for reasonable compensation of its members for their services as
Directors and establish the basis and condition upon which such compensation
shall be paid. Any Director of the Corporation may also serve the Corporation in
any other capacity and receive compensation for such other services.
Section 11: Amendments to the Articles of Incorporation - The Articles of
Incorporation may be amended by the shareholders at any regular or special
meeting of the shareholders, provided that a quorum is present, and that
two-thirds (2/3) majority of the shares voting is required to adopt any such
amendment, and provided that notice of the proposed change shall have been given
in not less than five (5) days prior to such meeting.
ARTICLE IX
Initial Registered Office and Initial Registered Agent
Section 1: Registered Office - The address of the initial registered
office of the Corporation is 405 El Paso Natural Gas Building, Salt Lake City,
Utah.
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Section 2: Registered Agent - The name of the initial registered agent of
the Corporation at the above address is Michael C. Stead.
ARTICLE X
Officers and Directors
Section 1: Members of Initial Board of Directors - The Initial Board of
Directors of the Corporation shall consist of three (3) members, and their
respective names and addresses are:
Name Address
- ---- -------
Michael C. Stead 405 El Paso Gas Building
Salt Lake City, Utah
Tom A. Lundstedt 3560 South 3rd East
Salt Lake City, Utah
W. Hugh Sweeten 1353 Arlington Drive
Salt Lake City, Utah
which Directors shall hold office until the first annual meeting of the
shareholders of the Corporation, and until their successors shall have been
elected and qualified.
Section 2: Members of Subsequent Board of Directors - Directors shall
serve until a stockholders' meeting is called at which new Directors are to be
elected, their terms are indefinite, and may be for more than one (1) year. Each
Director shall serve until his successor shall be elected and qualified.
Directors must be shareholders of the Corporation.
Section 3: Number of Directors - The number of Directors of the
Corporation shall be fixed by the Board of Directors but in no case be less than
three (3) nor more than five (5).
Section 4A: Officers - The Officers of the Corporation shall be elected by
the Board of Directors, but may or may not also serve as Directors. The Officers
shall include: President, Vice-President, Secretary and Treasurer
simultaneously. The duties of the officers shall be those usually incumbent upon
the holders of such offices.
Section 4B: Until their successors are elected and qualified, the officers
of the Corporation shall be as follows:
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Name Office
---- ------
Michael C. Stead President
Tom A. Lundstedt Vice-President
W. Hugh Sweeten Secretary-Treasurer
ARTICLE XI
Incorporators
The names and address of each Incorporator is:
Name Address
---- --------
Michael C. Stead 405 El Paso Gas Building
Salt Lake City, Utah
Tom A. Lundstedt 3560 South 3rd East
Salt Lake City, Utah
W. Hugh Sweeten 1353 Arlington Drive
Salt Lake City, Utah
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ARTICLE XII
Fiscal Period
The Board of Directors shall have the power to fix the fiscal period of
the Corporation and until any change by the Board, the fiscal period shall
commence January 1 and end December 31 of each year.
ARTICLE XIII
Liability of Stockholders
The property of this Corporation shall be liable for the debts of the
Corporation, but the individual property of any holder of full-paid stock of the
Corporation shall not be liable for the Corporate obligations nor shall
assessments be levied on such stocks for any purpose whatever.
ARTICLE XIV
Pre-emptive Rights
Shareholders shall have no pre-emptive rights to acquire unissued shares
of the Corporation.
EXECUTED this 7th day of May, 1969 A. D.
/s/ Michael C. Stead
-------------------------
Michael C. Stead
/s/ Tom A. Lundstedt
-------------------------
Tom A. Lundstedt
/s/ W. Hugh Sweeten
-------------------------
W. Hugh Sweeten
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STATE OF UTAH )
: ss.
County of Salt Lake )
I, Jel Chanlier, a Notary Public, hereby certify that on the 7th day of
May, 1969, personally appeared before me MICHAEL C. STEAD, TOM A. LUNDSTEDT, and
W. HUGH SWEETEN, who being by me first duly sworn, severally declared that they
are the persons who signed the foregoing document as incorporators, and that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
May, 1969.
/s/ Jel Chanlier
--------------------------------------------------
Notary Public residing in Salt Lake County, Utah
My Commission Expires:
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