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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
DUNDEE MINING INC.
* * * * *
FIRST
The name of the corporation is DUNDEE MINING INC.
SECOND
Its principal office in the state of Nevada is located at
5844 South Pecos Road, Suite D, Las Vegas, Nevada 89120. The name and
address of its resident agent is Pacific Corporate Services, 5844 South
Pecos Road, Suite D, Las Vegas, Nevada 89120.
THIRD
The purpose or purposes for which the corporation is
organized:
To engage in and carry on any lawful business
activity or trade, and any activities necessary, convenient,
or desirable to accomplish such purposes, not forbidden by
law or by these articles of incorporation.
FOURTH
The amount of the total authorized capital stock of the
corporation is One Thousand Dollars ($1,000.00) consisting of One
Hundred Million (100,000,000) shares of common stock of the par value
of $0.00001 each.
FIFTH
The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be
increased or decreased in such manner as shall be provided by the
bylaws of this corporation.
There is one initial member of the Board of Directors and his
name and address is:
NAME POST-OFFICE ADDRESS
Rodney L. Lozinski 412 Memorial Drive N.W.
Calgary, Alberta, Canada T2E 4Y7
The number of members of the Board of Directors shall not be
less than one nor more than thirteen.
SIXTH
The capital stock, after the amount of the subscription
price, or par value, has been paid in shall not be subject to
assessment to pay the debts of the corporation.
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SEVENTH
The name and addresses of each of the incorporators signing
the Articles of Incorporation are as follows:
NAME POST-OFFICE ADDRESS
Conrad C. Lysiak 601 West First Avenue
Suite 503
Spokane, Washington 99201
EIGHTH
The corporation is to have perpetual existence.
NINTH
In furtherance, and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized:
Subject to the bylaws, if any, adopted by the stockholders,
to make, alter or amend the bylaws of the corporation.
To fix the amount to be reserved as working capital over and
above its capital stock paid in, to authorize and cause to be executed
mortgages and liens upon the real and personal property of this
corporation.
By resolution passed by a majority of the whole board, to
designate one (1) or more committees, each committee to consist of one
(1) or more of the directors of the corporation, which, to the extent
provided in the resolution or in the bylaws of the corporation, shall
have and may exercise the powers of the board of directors in the
management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or
names as may be stated in the bylaws of the corporation or as may be
determined from time to time by resolution adopted by the board of
directors.
When and as authorized by the affirmative vote of
stockholders holding stock entitling them to exercise at least a
majority of the voting power given at a stockholders' meeting called
for that purpose, or when authorized by the written consent of the
holders of at least a majority of the voting stock issued and
outstanding, the board of directors shall have power and authority at
any meeting to sell, lease or exchange all of the property and assets
of the corporation, including its good will and its corporate
franchises, upon such terms and conditions as its board of directors
deem expedient and for the best interests of the corporation.
TENTH
Meeting of stockholders may be held outside the State of
Nevada, if the bylaws so provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the
State of Nevada 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.
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ELEVENTH
This corporation reserves the right to amend alter, change or
repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon stockholders herein are
granted subject to this reservation.
TWELFTH
The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the laws of the
State of Nevada.
I, THE UNDERSIGNED, being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Nevada, do make and file these Articles
of Incorporation, hereby declaring and certifying that the facts herein
stated are true, and accordingly have hereunto set my hand this 19th
day of September, 2000.
/s/ Conrad C. Lysiak
CONRAD C. LYSIAK
STATE OF WASHINGTON )
)
COUNTY OF SPOKANE )
On this 19th day of September, 2000, before me, a Notary
Public, personally appeared CONRAD C. LYSIAK, who severally
acknowledged that he executed the above instrument.
/s/ Judy Terese Lysiak
Notary Public, residing in the State of
Washington, residing in Spokane.
My Commission Expires:
October 9, 2002