Exhibit 3.1
ARTICLES OF INCORPORATION
OF
PYR ENERGY CORPORATION
The undersigned, being at least eighteen years of age, hereby establishes a
corporation under the general laws of the State of Maryland and adopts the
following Articles Of Incorporation:
FIRST. The name of the corporation is PYR Energy Corporation.
SECOND. The street address of the initial registered agent and of the
principal office of the corporation in Maryland is 11 East Chase Street,
Baltimore, Maryland 21202. The name of the initial registered agent of the
corporation at that address is CSC - Lawyers Incorporating Service Company. The
street address of the corporate offices is 1675 Broadway, Suite 2450, Denver,
Colorado 80202.
THIRD. (a) The purpose of the corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of Maryland (the "Maryland Code").
(b) In furtherance of the foregoing purposes, the corporation shall
have and may exercise all of the rights, powers and privileges granted by theT
Maryland Code. In addition, it may do everything necessary, suitable and proper
for the accomplishment of any of its corporate purposes.
FOURTH. The Corporation is authorized to issue 75,000,000 shares of common
stock, par value of $.001, and 1,000,000 shares of preferred stock, $.001 par
value; the aggregate par value of both of which is $76,000.
(a) The Board Of Directors is hereby expressly authorized, by
resolution or resolutions, to provide, out of the unissued shares of
preferred stock, for the issuance of one or more series of preferred stock,
with such voting powers, if any, and with such designations, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be expressed
in the resolution or resolutions providing for the issuance thereof adopted
by the Board Of Directors, including, without limiting the generality of
the foregoing, the following:
(1) the designation of such series, the number of shares to
constitute such series and the stated value thereof if different from
the par value thereof;
(2) whether the shares of such series shall have voting rights,
in addition to any voting rights provided by law, and, if so, the
terms of such voting rights, which may be general or limited;
(3) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what dates, the
conditions and dates upon which such dividends shall be payable, the
preferences or relation which such dividends shall bear to the
dividends payable on any shares of stock of any other class or any
other series of this class;
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(4) whether the shares of such series shall be subject to
redemption by the corporation, and, if so, the times, prices and other
terms and conditions of such redemption;
(5) the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such series in, the voluntary
or involuntary liquidation, dissolution or winding up, or upon any
distribution of the assets, of the corporation;
(6) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to
and manner in which any such retirement or sinking fund shall be
applied to the purchase or redemption of the shares of such series for
retirement or other corporate purposes and the terms and provisions
relative to the operation thereof;
(7) whether the shares of such series shall be convertible
into, or exchangeable for, shares of stock of any other class or
classes or of any other series of this class or any other class or
classes of capital stock and, if so, the price or prices or the rate
or rates of conversion or exchange and the method, if any, of
adjusting the same, and any other terms and conditions of such
conversion or exchange;
(8) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payment of
dividends or the making of other distributions on, and upon the
purchase, redemption or other acquisition by the corporation of, the
common stock or shares of stock of any other class or any other series
of this class; and
(9) the conditions or restrictions, if any, upon the creation
of indebtedness of the corporation or upon the issue of any additional
stock, including additional shares of such series or of any other
series of this class or of any other class or classes.
The powers, preferences and relative, participating, optional
and other special rights of each series of preferred stock, and the
qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding. All shares
of any one series of preferred stock shall be identical in all respects
with all other shares of such series, except that shares of any one series
issued at different times may differ as to the dates from which dividends
thereon shall be cumulative.
(b) Each stockholder of record shall have one vote for each share
of common stock standing in his name on the books of the corporation and
entitled to vote, except that in the election of directors each stockholder
shall have as many votes for each share held by him as there are directors
to be elected and for whose election the stockholder has a right to vote.
Cumulative voting shall not be permitted in the election of directors or
otherwise.
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(c) Unless otherwise ordered by a court of competent jurisdiction,
at all meetings of stockholders a majority of the shares of a voting group
entitled to vote at such meeting, represented in person or by proxy, shall
constitute a quorum of that voting group.
(d) No stockholder of the corporation shall have any preemptive or
similar right to acquire any additional unissued or treasury shares of
stock or other securities of any class, or rights, warrants or options to
purchase stock or scrip, or securities of any kind convertible into stock
or carrying stock purchase warrants or privileges.
FIFTH. The corporation is to have perpetual existence.
SIXTH. The name and address of the undersigned incorporator are:
Name Address
---- -------
Francis B. Barron Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
SEVENTH. Elections of directors need not be by written ballot unless the
bylaws of the corporation so provide.
EIGHTH. The Board Of Directors of the corporation is expressly authorized
to adopt, amend, or repeal the bylaws of the corporation.
NINTH. The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation of the powers conferred by law:
No contract or other transaction of the corporation with any other
persons, firm or corporation in which this corporation is interested, shall
be affected or invalidated by the fact that any one or more of the
directors or officers of this corporation, individually or jointly with
others, may be a party to or may be interested in any such contract or
transaction so long as the contract or other transaction is approved by the
Board Of Directors in accordance with the Maryland Code. Each person who
may become a director or officer of the corporation is hereby relieved from
any liability that might otherwise arise by reason of his contracting with
the corporation for the benefit of himself or any firm or corporation in
which he may be in any way interested.
TENTH. The corporation shall indemnify each director and each officer,
his heirs, executors and administrators, against expenses reasonably incurred or
liability incurred by him in connection with any action, suit or proceeding to
which he may be made a party by reason of his being or having been a director or
officer of the corporation, unless it is established that (i) the act or
omission was material to the matter giving rise to the liability and was
committed in bad faith or was the result of active and deliberate dishonesty,
(ii) the director or officer actually received an improper personal benefit in
money, property or services, or (iii) in the case of a criminal proceeding, the
director or officer had reasonable cause to believe the act or omission was
unlawful. In the event of a settlement before or after action or suit,
indemnification shall be provided only in connection with such matters covered
by settlement as to which the corporation is advised by counsel that the person
to be indemnified was not guilty of such fraud or misconduct. The foregoing
right of indemnification shall not exclude other rights to which he may be
entitled.
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ELEVENTH. The personal liability of each director and officer of the
corporation shall be eliminated and limited to the full extent permitted by the
laws of the State of Maryland, including without limitation as permitted by the
provisions of Section 2-405.2 of the Maryland Code and any successor provision,
as amended from time to time. No amendment of these Articles Of Incorporation or
repeal of any of their provisions shall limit or eliminate the benefits provided
to directors under this provision with respect to any act or omission that
occurred prior to that amendment or repeal.
TWELFTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles Of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
THIRTEENTH. The number of directors of the Corporation shall be fixed by
the bylaws of the corporation, or if the bylaws fail to fix such a number, then
by resolution adopted from time to time by the Board Of Directors, provided that
the number of directors shall not be more than nine nor less than three. Four
directors shall constitute the initial Board Of Directors. The following persons
are elected to serve as the corporation's initial directors until the first
annual meeting of stockholders or until their successors are duly elected and
qualify:
Name Address
---- -------
D. Scott Singdahlsen 1675 Broadway, Suite 2450
Denver, Colorado 80202
Keith F. Carney 915 Bay Oaks Road
Houston, Texas 77008
S.L. Hutchison 222 West 6th St., Suite 1010
San Pedro, CA 90731
Bryce W. Rhodes P.O. Box 744
Rancho Santa Fe, CA 92067
IN WITNESS WHEREOF, the undersigned has executed these Articles Of
Incorporation this 15th day of June, 2001.
/s/ Francis B. Barron
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Francis B. Barron, Incorporator
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STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
BEFORE ME the undersigned authority, personally appeared Francis B. Barron,
known to me to be the individual described in and who executed the foregoing
Articles Of Incorporation, and he acknowledged that he subscribed the said
instrument for the uses and purposes set forth therein. The subscriber is
personally known to me.
WITNESS my hand and official seal in the County and State last aforesaid
this 15th day of June, 2001.
[Seal] /s/ Kay Kisner
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Kay Kisner
Notary Public
My Commission Expires: 12/17/02
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