EXHIBIT 3.1
20001200688
SECRETARY OF STATE
FILED 10-17-2000
ARTICLES OF INCORPORATION
OF
NATURAL RESOURCE GROUP, INC.
KNOW ALL MEN BY THESE PRESENTS: That the undersigned incorporator, being a
natural person of the age of eighteen years or more and desiring to form a body
corporate 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:
Natural Resource Group, Inc.
ARTICLE II
Period of Duration
This corporation shall exist in perpetuity, from and after the date of filing
these Articles of Incorporation with the Secretary of State of the State of
Colorado, unless dissolved according to law.
ARTICLE III
Objects and Purposes
The objects and purpose for which the said corporation is organized and the
nature of the business to be carried on by it are as follows:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Colorado;
The foregoing causes(s) shall be construed as objects, purposes and powers, and
the matters expressed in each clause shall be in no way limited by reference or
inference from the terms of any other clause, but shall be regarded as
independent objects, purposes and powers; the enumeration of specific objects,
purposes and powers shall not be construed to limit or restrict in any manner
the general powers and rights of the corporation as provided by law, or shall
the express of one object, purpose or power to determine to exclude another,
although it be of like nature but not expressed.
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ARTICLE IV
Capital
The aggregate number of shares which this corporation shall have authority to
issue is 100,000,000 shares of Common Stock, no par value.
1. Dividends. Dividends in cash, property or shares of the corporation
may be paid upon the Common Stock, as and when declared by the board
of directors, out of funds of the corporation to the extent and in the
manner permitted by law.
2. Distribution in Liquidation. Upon any liquidation, dissolution or
winding up on the corporation, and after paying or adequately
providing for the payment of all its obligations, the remainder of the
assets of the corporation shall be distributed, either in cash or in
kind, pro rata to the holders of the Common Stock. The board of
directors may, from time to time, distribute to the shareholders
impartial liquidation, out of stated capital or capital surplus of the
corporation, a portion of its assets, in cash or property, in the
manner permitted and upon compliance with limitations imposed by law.
3. Voting Rights; Cumulative Voting. Each outstanding share of Common
Stock shall be entitled to one vote and each fractional share of
Common Stock shall be entitled to a corresponding fractional share
vote on each matter submitted to a vote of shareholders. Cumulative
voting shall not be allowed in the election of directors of the
corporation.
4. Pre-Emptive Rights. Any holder of shares of the corporation, whether
now or hereafter authorized, shall not have the pre-emptive or
preferential right to acquire any shares or securities of the
corporation, including shares or securities held I the treasury of the
corporation.
ARTICLE V
Right of Directors to Contract with Corporation
No contract or other transaction between the corporation and one or more of its
directors or any other corporation, firm, association, or entity in which one or
more of its directors are directors or officers or are finally 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:
1. The fact of such relationship or interest is disclosed or known to the
shareholder entitled to vote and they authorize, approve, or ratify
such contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested
directors;
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2. 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
3. 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.
ARTICLE VI
Corporate Opportunity
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 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 VII
Indemnification of Officers, Directors and Others
1. The corporation may indemnify any person, his heirs, executors and
administrators 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
independent attorney fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or any amounts paid
by him in connection with any action, suite or proceeding to which he
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may be made a party by reason of his being or having between a
director, officer, employee or agent of the corporation 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 in 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 that his conduct was lawful.
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, officer, employee, fiduciary, r 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 independent 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 interest 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
o misconduct in the performance of his duty to the corporation unless
and only to the extent that the court in which action or suit was
brought determines upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnification for such expenses
which such court determines proper.
3. To the extent that a director, officer, employee, or agent of the
corporation has been successful on the merits in defense of any
action, suit, or proceeding referred to in this article or in defense
of any claim, issue or matter therein, he may be indemnified against
expenses (including independent attorney fees) actually and reasonably
incurred by him in connection therewith.
4. Any indemnification under paragraph 1 or 2 of this article (unless
ordered by a court) may be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the
person is proper in the circumstances because he has met the
applicable standard of conduct set forth in said paragraphs 1 or 2.
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, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or by
the shareholders.
5. Expenses (including independent 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,
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or proceeding as authorized in paragraph 4 of this article upon
receipt of an undertaking by or on behalf of the director, officer,
employer, fiduciary, or agent, to repay such amount unless it is
ultimately determined that he is entitled 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 the Articles of Incorporation, 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 is
his official capacity and as to action in another capacity which
holding such office, and 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
under the provisions of this article.
8. A unanimous vote of each class of shares entitled to vote shall be
required to amend this article.
ARTICLE VIII
Shareholder Voting
When, with respect to any action to be taken by shareholders of this
corporation, the laws of Colorado require the vote or concurrence of the holders
of two-thirds of the outstanding shares, of the shares entitled to vote thereon,
or of any class of series, such action may be taken by the vote of concurrence
of a majority of such shares or class or series thereof.
ARTICLE IX
Registered Office, Registered Agent and Principal Address of this Corporation
The address of the initial registered officer of the corporation is 6909 E.
Fremont Avenue, Englewood, Colorado 80112. And the name of the initial
registered agent is Les Bates. Either the registered office or the registered
agent may be changed in the manner permitted by law. The principal address of
the corporation is 6909 E. Fremont Avenue, Englewood, Colorado 80112.
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ARTICLE X
Initial Board of Directors
The number of directors of the corporation shall be fixed by the bylaws of the
corporation, except the initial board of directors of the corporation shall
consist of one director. The name and address of the person who shall serve as
the director until the first annual meeting of shareholders or until his
successor is elected and shall qualify are as follows:
Name Address
Les Bates 6909 E. Fremont Avenue
Englewood, CO 80112
ARTICLE XI
Incorporators
The name and address of the incorporator is as follows:
Name Address
Les Bates 6909 E. Fremont Avenue
Englewood, CO 80112
/s/ Les Bates
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Les Bates
IN WITNESS WHEREOF, the above-named incorporator has signed these Articles of
Incorporation this 3rd day of October, 2000.
/s/ Les Bates
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Les Bates
IN WITNESS WHEREOF, the above-named agent for process has consented to be named
as registered agent this 3rd day of October, 2000.
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