ARTICLES OF INCORPORATION
OF
BARCLAYS WEST, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned incorporator, being a natural person of
the age of eighteen (18) years or more, and desiring to form a
corporation under the laws of the State of Colorado, does hereby
sign, verify and deliver in duplicate to the Secretary of State
of the State of Colorado these ARTICLES OF INCORPORATION.
ARTICLE I
NAME
The name of the corporation shall be Barclays West, Inc.
ARTICLE II
PERIOD OF DURATION
This corporation shall exist perpetually unless dissolved
according to law.
ARTICLE III
PURPOSE
The purpose for which this corporation is organized is to
transact any lawful business or businesses for which corporations
may be incorporated pursuant to the Colorado Corporation Code.
ARTICLE IV
CAPITAL
The aggregate number of shares which this corporation shall
have the authority to issue is One Hundred Million (100,000,000)
shares, with a par value of $0.001 per share, which shares shall
be designated common stock. No share shall be issued until it
has been paid for, and it shall thereafter be nonassessable.
The corporation may also issue up to Forty Million (40,000,000)
shares of non-voting preferred stock at a par value of $.001 per
share. The preferred stock of the Corporation shall be issued in
one or more series as may be determined from time to time by the
Board of Directors. in establishing a series,, the Board of
Directors shall give to it a distinctive designation so as to
distinguish it from the shares of all other series and classes,
shall fix the number of shares in such series, and the
preferences, rights and restrictions thereof. All series
classes, shall fix the number of shares in such series, and the
preferences, rights and restrictions thereof. All series shall
be alike except that there may be variation as to the following:
(1) the rate of dividend; (2) the price at and the terms and
conditions on which shares shall be redeemed; (3) the amount
payable upon shares in the event of involuntary liquidation; (4)
the amount payable upon shares in the event of voluntary
liquidation; (5) sinking fund provisions for the redemption of
shares; and (6) the terms and conditions on which shares may be
converted if the shares of any series are issued with the
privilege of conversion.
ARTICLE V
PREEMPTIVE RIGHTS
A shareholder of the corporation shall not be entitled to a
preemptive right to purchase, subscribe for, or otherwise acquire
any unissued or treasury shares of stock of the corporation, or
any options or warrants to purchase, subscribe for or otherwise
acquire any such unissued or treasury shares, or any shares,
bonds, notes, debentures, or other securities convertible into or
carrying options or warrants to purchase, subscribe for or
otherwise acquire any such unissued or treasury shares.
ARTICLE VI
CUMULATIVE VOTING
The shareholders shall not be entitled to cumulative
.voting.
ARTICLE VII
SHARE TRANSFER RESTRICTIONS
The corporation shall have the right to impose restrictions
upon the transfer of any of its authorized shares or any interest
therein. The Board of Directors is hereby authorized on behalf
of the corporation to exercise the corporation's right to so
impose such restrictions.
ARTICLE VIII
REGISTERED OFFICE AND AGENT
The initial registered office of the corporation shall be at
6266 W. Roxbury Place, Littleton, Colorado 80123 and the name of
the initial registered agent at such address is Arnold L. Weyand.
Either the registered office or the registered agent may be
changed in the manner provided by law.
ARTICLE IX
INITIAL BOARD OF DIRECTORS
The initial Board of Directors of the corporation shall
consist of Three (3) directors, and the names and addresses of
the persons who shall serve as director until the first annual
meeting of shareholders or until their successors are elected and
shall qualify are:
Arnold L. Weyand
6266 W. Roxbury Place
Littleton, CO 60123
Joan Andrews
7899 W. Frost Drive
Littleton, CO 80123
Ron Sauter
7867 S. Webster Ct.
Littleton, CO 80123
The number of directors shall be fixed in accordance with
the bylaws.
ARTICLE X
INDEMNIFICATION
Subject to the fullest rights of indemnification and
limitation of liability granted by the Colorado Corporation Code
as it may be amended from time to time;
1. The corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,.
pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative (other than an action
by or in the right of the corporation), by reason of the fact
that he is or was a director, officer, employee, fiduciary or
agent of the corporation or is or was serving at the request of
the corporation as a director, ,officer, employee, fiduciary or
agent of another corporation, partnership, joint venture,, trust,
or other enterprise, against expenses (including attorney fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit,
or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the
corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in the best interests
of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was
unlawful.
2. The corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officers employee, or agent of
the corporation or is or was serving at the request of the
corporation as a director, officer, employee, fiduciary or agent
of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorney fees
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed, to be in the best
interests of the corporation; but no indemnification shall be
made in respect of any claim, issue, or matter as to which such
person has been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such action
or suit was brought determines upon application that, despite the
adjudication of liability, in view of all circumstances of the
case, such person is fairly and reasonably entitled to
indemnification for such expenses which such court deems proper.
3. To the extent that a director, officer, employee,
fiduciary or agent of a corporation has been successful on the
merits in defense of any action, suit or proceeding referred to
in (A) or (B) of this Article X or in defense of any claim,
issue, or matter therein, he shall be indemnified against
expenses (including attorney fees) actually and reasonably
incurred by him in connection therewith.
4. Any indemnification under 1 or 2 of this Article
(unless ordered by a court) and as distinguished from 3 of this
Article shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of
the director, officer, employee, fiduciary or agent is proper in
the circumstances because he has met the applicable standard of
conduct set forth in 1 or 2 above. Such determination shall be
made by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or, if such a quorum is not obtainable or, even if
obtainable, if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
shareholders.
5. Expenses (including attorney fees) incurred in
defending a civil or criminal action, suit, or proceeding may be
paid by the corporation in advance of the final disposition of
such action, suit or proceeding as authorized in 3 or 4 of this
Article upon receipt of an undertaking by or on behalf of the
director, officer employee, fiduciary or agent to repay such
amount unless it is ultimately determined that he is entitled to
be indemnified by the corporation as authorized in this Article.
6. The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, and any
procedure provided for by any of the foregoing, 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, fiduciary or
agent and shall inure to the benefit of heirs, executors, and
administrators of such a person.
7. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee,
fiduciary or agent of the corporation or who is or was serving at
the request of the corporation as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability
under provisions of this Article.
8. To the fullest extent provided in said Act, the
Directors of the Company shall not be liable to the Corporation
or its Shareholders for monetary damages.
ARTICLE XI
TRANSACTIONS WITH INTERESTED DIRECTORS
No contract or other transaction between the corporation and
one (1) or more of its directors or any other corporation, firm,
association, or entity in which one (1) or more of its directors
are directors or officers are financially interested shall be
either void or voidable solely because of such relationship or
interest, or solely because such directors are present at the
meeting of the Board of Directors or a committee thereof which
authorizes, approves, or ratifies such contract or transaction,
or solely because their votes are counted for such purpose if:
(A) The fact of such relationship or interest is disclosed
or known to the Board of Directors or committee which authorizes,
approves, or ratifies the contract or transaction by a vote or
consent sufficient for the purpose without counting the votes or
consents of such interested directors.
(B) The fact of such relationship or interest is disclosed
or known to the shareholders entitled to vote and they authorize,
approve, or ratify such contract or transaction by vote or
written consent; or
(C) The contract or transaction is fair and reasonable to
the corporation.
Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors
or a committee thereof which authorizes, approves, or ratifies
such contract or transaction.
The officers, directors and other members of management of
this Corporation shall be subject to the doctrine of "corporate
opportunities" only insofar as it applies to business
opportunities in which this Corporation has expressed an interest
as determined from time to time by this Corporation's Board of
Directors as evidenced by resolutions appearing in the
Corporation's minutes. Once such areas of interest are
delineated, all such business opportunities within such areas of
interest which come to the attention of the officers, directors,
and other members of management of this Corporation shall be
disclosed promptly to this Corporation and made available to it.
The Board of Directors may reject any business opportunity
presented to it and thereafter any officer, director or other
member of management may avail himself of such opportunity.
Until such time as this Corporation, through its Board of
Directors, has designated an area of interest, the officers,
directors and other members of management of this Corporation
shall be free to engage in such areas of interest on their own
and this doctrine shall not limit the rights of any officer,
director or other member of management of this Corporation to
continue a business existing prior to the time that such area of
interest is designated by the Corporation. This provision shall
not be construed to -release any employee of this Corporation
(other than an officer, director or member of management) from
any duties which he may have to this Corporation.
ARTICLE XII
VOTING OF SHAREHOLDERS
With respect to any action to be taken by shareholders of
this corporation, a vote or concurrence of the holders of a
majority of the outstanding shares of the shares entitled to vote
thereon, or of any class or series, shall be required.
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator is as follows:
Roger V. Davidson, Esq.
2235 Broadway
Boulder, CO 80302
IN WITNESS WHEREOF, the above named incorporator signed these
ARTICLES OF INCORPORATION on December 21, 1988.
/s/ Roger V. Davidson
Roger V. Davidson, Esq.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
BARCLAYS WEST, INC.
Pursuant to the provisions of the Colorado Corporation Code,
the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
First: The name of the corporation is Barclays West, Inc.
Second: The following amendment was adopted by the
shareholders of the corporation on December 4, 1989, in the
prescribed by the Colorado Corporation Code: The name of the
corporation is changed to Delta-Omega Technologies, Inc.
Third: The number of shares voted for such amendment was
sufficient for approval of the amendment.
Dated this 4th day of December, 1989.
BARCLAYS WEST, INC. now
DELTA-OMEGA TECHNOLOGIES, LTD.
By: /s/ G. Troy Mallett
G. Troy Mallett,
President
By: /s/ Edward E. Friloux
Edward E. Friloux,
Secretary
VERIFICATION
STATE OF LOUISIANA )
) ss
PARISH OF LAFAYETTE)
I, Nancy Dunning, a Notary Public, hereby certify that on the
4th day of December, 1989, personally appeared before me, G. Troy
Mallett, who, being by me first duly sworn, declared that he
signed the foregoing document as President of the corporation
named therein, and that he is eighteen years of age or more, and
that the statements contained therein are true.
In witness whereof, I have hereunto set my hand and official
seal this 4th day of December, 1989.
______________________________
Notary Public
______________________________
My commission expires: For Life