State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "RATTLESNAKE GOLD, INC.", FILED IN THIS OFFICE ON THE
THIRTEENTH DAY OF APRIL, A.D. 1988, AT 10 O'CLOCK A.M.
/s/ Edward J. Freel
Edward J. Freel, Secretary of State
2157668 8100 AUTHENTICATION: 9349269
981393204 DATE: 10-12-98
FILED
APR 13 1988 10 Am
(Illegible)
Secretary of State
CERTIFICATE OF INCORPORATION
OF
RATTLESNAKE GOLD, INC.
ARTICLE I
NAME
The name of the corporation hereby created shall be RATTLESNAKE GOLD,
INC. (hereinafter referred to as the "Corporation").
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES
The purposes for which this Corporation is organized are:
(a) To seek, investigate, acquire interest(s) in, dispose of
and operate rushes for gold and all other minerals, and engage in
natural resource development and exploration; to own and operate any
lawful enterprise(s) whatsoever; to acquire, hold, and dispose of real
or personal properties of any kind or nature whether tangible or
intangible; and generally to do or perform any act necessary or
desirable in connection with the foregoing.
(b) To acquire by purchase or otherwise, own, hold, lease,
rent, mortgage, or otherwise, to trade with and deal in real estate
lands, mining claims and mineral interests, interests in lands of every
description and all other property of every kind and nature.
(c) To acquire, sell, and otherwise, dispose of, deal in
stocks. bonds, mortgages. securities, notes, and commercial paper for
corporations and individuals.
(d) To borrow money and to execute notes and obligations and
security contracts therefor, and to lend any of monies or funds of the
Corporation and to take
evidence of indebtedness therefor, and also to negotiate Loans; to
carry on a general mining and natural resource development business and
to purchase, sell, and deal in such goods and supplies as are necessary
or desirable in connection therewith.
(e) 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.
(f) To do all and everything necessary, suitable, convenient,
or proper for the accomplishment of any of the purposes of 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, either as holders of or interested in any property, or
otherwise; with all the powers hereafter conferred by the laws under
which this Corporation is organized.
(g) 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 powers allowed or
permitted by the laws of the State of Delaware.
ARTICLE IV
CAPITALIZATION
The Corporation shall have authority to issue 250,000,000 shares of
common stock having a par value of $.0001 per share (the "Common Stock"). All
shares of Common Stock shall be of the same class and shall have the same rights
and preferences. A statement of the designations and the powers, preferences,
and rights, and the qualifications, limitations, or restrictions thereof, of the
shares of Common Stock which the Corporation shall be authorized to issue, is as
follows:
(a) Common Stock. The Common Stock shall be non-assessable and
shall not have cumulative voting rights or pre-emptive rights. In
addition, the Common Stock shall have the following powers,
preferences, rights, qualifications, limitations, and restrictions;
(i) After the requirements with respect to preferential
dividends of preferred stock, if any, shall have been met and
after this Corporation shall comply with all the requirements,
if any, with respect to the setting aside of funds as sinking
funds or redemption or purchase accounts and subject further
to any other conditions which may be required by the General
Corporation Law of Delaware, 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 without distinction as to series.
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(ii) After distribution in full or any preferential amount
to be distributed to the holders of preferred stock, if any,
in the event of a voluntary or involuntary liquidation,
distribution or sale of assets, dissolution, or winding up of
this 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 without distinction as to series, if any.
(iii) Except as may otherwise be required by law or this
Certificate of Incorporation, in all matters as to which the
vote or consent of stockholders of the Corporation shall be
required or be taken, including, any vote to amend this
Certificate of Incorporation, to increase or decrease the par
value of any class of stock, effect a stock split or
combination of shares, or alter or change the powers,
preferences, or special rights of any class or series of
stock, the holders of the Common Stock shall have one vote per
share of Common Stock on all such matters.
(b) Other Provisions.
(i) Shares of the Common Stock or any series thereof may
be issued from time to time as the board of directors shall
determine and on such terms and for such consideration as
shall be fixed by the board of directors;
(ii) 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 of indebtedness, debentures or other securities
convertible into or exchangeable for stock of the Corporation
of any class or series, or carrying any rights 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 such persons, firms, corporations, or
associations, whether such holders or others, and on such
terms as may be deemed advisable by the board of directors in
the exercise of its sole discretion.
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ARTICLE V
BYLAWS
In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter, or
repeal the bylaws of the Corporation.
ARTICLE VI
MEETINGS AND RECORDS
Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the bylaws of the Corporation. Elections of directors
need not be by written ballot unless the bylaws of the Corporation shall so
provide.
ARTICLE VII
NO PRE-EMPTIVE RIGHTS
Shareholders of all classes of the securities of the Corporation shall
not have pre-emptive rights to subscribe for or acquire additional shares of the
Corporation, whether such shares be hereby or hereafter authorized.
ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
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 at 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 which it was or may be a creditor and
their respective heirs, administrators, successors, and assigns, against any and
all expenses, including amounts paid on judgment, counsel fees, and amounts paid
in settlement (before or after suit is commenced), actually or necessarily
incurred 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 assessed against them or any of them, by
reason of being or having been directors or officers of the Corporation, or such
other corporation, except in relation to matters as to which any such director
or officer of the Corporation, or such other corporation, or former director or
officer shall be adjudged in any action, suit, or proceeding to be liable for
his own negligence of misconduct in the performance of his duties. Such
indemnification shall be in addition to any other rights to which those
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indemnified may be entitled under any law, bylaw, agreement, vote, of
stockholders, or otherwise.
ARTICLE IX
LIMITED LIABILITY OF DIRECTORS
A director of the Corporation shall have no personal liability to the
Corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director, except (i) for any breach of a director's duty of loyalty to
the Corporation of its stockholders, (ii) for acts or omissions; not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the General Corporation Law of Delaware as it may
from time to time be amended or any successor provision thereto, or (iv) for any
transaction from which a director derived an improper personal benefit.
ARTICLE X
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 of 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 of may become an officer or director of this
Corporation is hereby relieved from liability 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 XI
REGISTERED OFFICE AND AGENT
The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle,
19801. The name of its registered agent at such address is The Corporation Trust
Company.
ARTICLE XII
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
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ARTICLE XIII
DIRECTORS
The Corporation shall have not less than two nor more than nine
directors as determined, from time to time, by the board of directors. The
original board of directors shall consist of the following persons who shall
each serve until the first annual meeting of the stockholders or until a
successor is elected and qualified:
Name Mailing Address
---- ---------------
Harry F. Nelson 3615 Wolf Creek
Eden, Utah 84310
Garth Showelter 650 West 800 South
Salt Lake City, Utah 84104
ARTICLE XIV
INCORPORATOR
The name and mailing address of the sole incorporator of this
corporation is as follows:
Harry F. Nelson 3615 Wolf Creek
Eden, Utah 84310
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I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do hereby make this certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated true, and
accordingly have hereunto set my hand this 12th day of April, 1980.
/s/ Harry F. Nelson
Harry F. Nelson
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
I, Valerie J. Shaw, a notary public, hereby certify that on the 12th
day of April, 1988, personally appeared before me Harry F. Nelson who being by
me first duly sworn, declared that he is the person who signed the foregoing
Certificate of Incorporation as sole incorporator of Rattlesnake Gold, Inc., and
that the statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL.
/s/ Valerie J. Shaw
Valerie J. Shaw
Notary Public
Residing in Salt Lake City, UT
My Commission Expires:
May 11, 1988
CDN4090W
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