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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
MESA HOLDINGS, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Nevada (particularly Chapter 78 of the Nevada Corporation Code and the
acts amendatory thereof and supplemental thereto) hereby certifies that:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is:
MESA HOLDINGS, INC.
SECOND: The name and street address of the registered agent of
the Corporation in the State of Nevada is Burton, Bartlett & Glogovac, 50
West Liberty Street, Suite 650, Reno, Nevada 89501.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the laws of
the State of Nevada.
FOURTH: The Corporation is authorized to issue two classes of
shares of capital stock designated as "Common Stock" and "Preferred
Stock." The total number of shares of voting Common Stock which the
Corporation shall have authority to issue is Seventy-Five Million
(75,000,000) shares, with no par value. Each share of Common Stock issued
and outstanding shall be entitled to one vote. The total number of shares
of Preferred Stock which the Corporation shall have authority to issue is
two Million (2,000,000) shares, with no par value. The Board of Directors
may divide the shares of Preferred Stock into classes or series and
shall, by resolution, fix and determine the voting powers, designations,
preferences, limitations, restrictions, relative rights and
distinguishing designation of each class or series.
The Board of Directors shall have the right to create and issue,
whether or not in connection with the issuance and sale of any of its
shares or other securities, rights or options entitling the holders
thereof to purchase from the Corporation shares of its Common or
Preferred Stock upon such terms, at such times and at such prices as the
Board of Directors may determine.
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FIFTH: The name and the mailing address of the incorporator is
as follows:
Paul R. Madden
Chapman and Cutler
Two North Central Avenue
Suite 1100
Phoenix, Arizona 85004
SIXTH: The members of the governing board shall be styled
"directors." The first Board of Directors shall consist of seven
directors. The name and address of the members of the first Board of
Directors who shall serve until the first annual meeting of
Shareholders are:
NAME MAILING ADDRESS
Larry L. Risley 2325 E. 30th Street
Farmington, New Mexico 87401
E. Janie Risley 2325 E. 30th Street
Farmington, New Mexico 87401
J. Clark Stevens 2325 E. 30th Street
Farmington, New Mexico 87401
Jack Braly 78805 Pina Street
LaQuinta, California 92253
Blaine M. Jones 3405 N. Ridge Court
Farmington, New Mexico 87401
George W. Pennington 401 W. Broadway
Bloomfield, New Mexico 87413
Richard C. Poe 6501 Montana Avenue
El Paso, Texas 79925
Thereafter, the number of persons to serve on the Board of Directors, their
terms of office and the manner of their election shall be fixed in the manner
provided in the Bylaws.
SEVENTH: To the fullest extent allowable under the Nevada
Revised Statutes, no director or officer shall have personal liability
to the Corporation or its shareholders, or to any other person or
entity, for monetary damages for breach of his fiduciary duty as a
director, except where there has been:
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(a) acts or omissions which involve intentional
misconduct, fraud or knowing violation of law; or
(b) authorization of the unlawful payment of a
dividend or other distribution on the Corporation's capital
stock, or the unlawful purchase of its capital stock.
EIGHTH: The Corporation may, to the fullest extent permitted
by the provisions of Section 78.751 of the Corporation Code of the
Nevada Revised Statutes as the same may be amended and supplemented,
indemnify all persons whom it shall have power to indemnify under such
section from and against any and all of the expenses, liabilities or
other matters referred to in or covered by such section, and the
indemnification provided for herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any
Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person. The Corporation may pay or otherwise
advance all expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding as such expenses are
incurred and in advance of the final disposition of the action, suit or
proceeding, provided that the indemnified officer or director
undertakes to repay the amounts so advanced if a court of competent
jurisdiction ultimately determines that such officer or director is not
entitled to be indemnified by the Corporation. Nothing herein shall be
construed to affect any rights to advancement of expenses to which
personnel other than officers or directors of the Corporation may be
entitled under any contract or otherwise by law.
NINTH: Pursuant to Section 78.434 of the Corporation Code of
the Nevada Revised Statutes, as the same may be amended and
supplemented, the Corporation elects not to be governed by Sections
78.411 to 78.444 inclusive of the Nevada Revised Statutes.
Dated this 28th day of May, 1996.
By ___________________________
Its Incorporator
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STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this 28th
day of May, 1996, by Paul R. Madden.
______________________________
Notary Public
My Commission Expires:
_____________________________
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