Exhibit 3.1
ARTICLES OF INCORPORATION
OF
SUMMA METALS CORP.
The undersigned, to form a Nevada corporation, CERTIFIES THAT:
I. NAME: The name of the corporation is:
SUMMA METALS CORP.
II. REGISTERED OFFICE; RESIDENT AGENT: The location of the registered office of
this corporation within the State of Nevada is 1025 Ridgeview Drive, Suite #400,
Reno, Nevada 89509; this corporation may maintain an office or offices in such
other place within or without the State of Nevada as may be from time to time
designated by the Board of Directors or by the By-Laws of the corporation; and
this corporation may conduct all corporation business of every kind or nature,
including the holding of any meetings of Directors or Stockholders, within the
State of Nevada, as well as without the State of Nevada.
The Resident Agent for the corporation shall be Michael J. Morrison, Esq., 1025
Ridgeview Drive, Suite #400, Reno, Nevada 89509.
III. PURPOSE: The purpose for which this corporation is formed is: To engage in
any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the total authorized capital
stock of the corporation shall be TWENTY FIVE THOUSAND DOLLARS ($25,000.00),
consisting of TWENTY FIVE MILLION (25,000,000) shares of Common Stock with a par
value of $.001 per share.
V. INCORPORATOR: The name and post office address of the incorporator signing
these Articles of Incorporation is as follows:
NAME
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Rita S. Dickson
POST OFFICE ADDRESS
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1025 Ridgeview Dr. #400 Reno, Nevada 89509
IV. DIRECTORS: The governing board of this corporation shall be known as
directors, and the first board shall be one in number. The corporation shall
have only one shareholder at present. The number of directors may, pursuant to
the By-Laws, be increased or decreased by a duly adopted amendment to these
Articles of Incorporation, or in such manner as provided in the By-Laws of this
corporation.
The name and post office address of the director constituting the first Board of
Directors is as follows:
NAME POST OFFICE ADDRESS
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Michael M. Chaffee 28281 Crown Valley Parkway
Laguna Niguel, California 92677
VII. STOCK NON-ASSESSABLE: The capital stock or the holders thereof, after the
amount of the subscription price has been paid in, shall not be subject to any
assessment whatsoever to pay the debts of the corporation.
VIII. TERM OF EXISTENCE: This corporation shall have perpetual existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the election
of directors.
X. PREEMPTIVE RIGHTS: Stockholders shall not be entitled to preemptive rights.
XI. LIMITED LIABILITY: NO officer or director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as an officer or director, except for liability (i)
for any breach of the officer or director's duty of loyalty to the Corporation
or its Stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or (iii) for any
transaction from which the officer or director derived any improper personal
benefit. If the Nevada General Corporation Law is amended after the date of
incorporation to authorize corporate action further eliminating or limiting the
personal liability of officers or directors, then the liability of an officer or
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Nevada General Corporation Law, or amendments thereto. No
repeal of modification of this paragraph shall adversely affect any right or
protection of an officer or director of the Corporation existing at the time of
such repeal or modification.
XII. INDEMNIFICATION: Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person for whom he or she is the
legal representative; is or was an officer or director of the Corporation or is
or was serving at the request of the corporation as an officer or director of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans whether the
basis of such proceeding is alleged action in an official capacity as an officer
or director or in any other capacity while serving as an officer or director
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Nevada General Corporation Law, as the same exists or may
hereafter be amended, (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) , against all expense , liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be an officer or director and shall inure to the benefit of his or
her heirs , executors and administrators; provided, however, that except as
provided herein with respect to proceedings seeking to enforce rights to
indemnification, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided however, that, if the Nevada General
Corporation Law requires the payment of such expenses incurred by an officer or
director in his or her capacity as an officer or director (and not in any other
capacity in which service was or is rendered by such person while an officer or
director, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, payment shall be made only
upon delivery to the Corporation of an undertaking, by or on behalf of such
officer or director, to repay all amounts so advanced if it shall ultimately be
determined that such officer or director is not entitled to be indemnified under
this Section or otherwise.
If a claim hereunder is not paid in full by the Corporation within ninety days
after a written claim has been received by the Corporation, the claimant may, at
any time thereafter, bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful, in whole or in part, the claimant shall
be entitled to be paid the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Nevada General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, Independent Legal Counsel, or its
Stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Nevada General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, Independent Legal Counsel, or its
Stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
The right to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Section shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
By-Law, Agreement, vote of Stockholders or Disinterested Directors or otherwise.
The Corporation may maintain insurance, at its expense, to protect itself and
any officer, director, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
Nevada General Corporation Law.
The Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification to any employee or agent of the
Corporation to the fullest extent of the provisions of this section with respect
to the indemnification and advancement of expenses of officers and directors of
the Corporation or individuals serving at the request of the Corporation as an
officer, director, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise.
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, does make and file these Articles of Incorporation, hereby declaring and
certifying the facts herein stated are true, and, accordingly, has hereunto set
her hand this 7th day of MARCH, 1994.
/s/ Rita S. Dickson
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Rita S. Dickson
STATE OF NEVADA
COUNTY OF WASHOE
On this 7th day of MARCH, 1994 before me, a Notary Public, personally appeared
Rita S. Dickson, who acknowledged she executed the above instrument.
/s/ Willet Y. Smith
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Willet Y. Smith - Notary Public
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT
In the matter of SUMMA METALS CORP. I, Michael J. Morrison, with the address of
1025 Ridgeview Drive, Suite 400 Reno, Nevada 89509, hereby accept the
appointment as Resident Agent of the above-entitled corporation in accordance
with NRS 78.090.
Furthermore, that the mailing address for the above registered office is 1025
Ridgeview Drive, Suite #400, Reno, Nevada 89509
IN WITNESS WHEREOF, we hereunto. set our hand this 7th day of March, 1994.
BY:
/s/ Michael J Morrison
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Michael J. Morrison, Resident Agent