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EXHIBIT 3.1
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ARTICLES OF INCORPORATION
OF
TRITON ACQUISITION CORPORATION
That I, the undersigned, for the purpose of forming a corporation under and
by virtue of the laws of the State of Nevada, hereby adopts the following
Articles of Incorporation:
ARTICLE I NAME
The name of this Corporation is Triton Acquisition Corporation.
ARTICLE II DURATION
The duration of this Corporation is perpetual.
ARTICLE III PURPOSES
The Corporation is organized and authorized to pursue any lawful purpose or
purposes which may be undertaken or carried on by a corporation under the laws
of the State of Nevada and to engage in any active, lawful business or pursuit.
The Corporation shall further have all powers specified in Sections 78.060,
78.065 and 78.070 of the Nevada Revised Statutes, and any amendments thereto.
ARTICLE IV STOCK
The Corporation shall have the authority to issue One Hundred Million
(100,000,000) shares of common stock, with a par value of $.0001 per share. The
common stock of the Corporation shall be of the same class and shall have the
same rights and preferences. All fully paid shares of stock of this Corporation
shall not be liable to any further call or assessment.
The Corporation shall have the authority to issue Ten Million (10,000,000)
shares of Preferred Stock, with a par value of $.0001 per share. The Board of
Directors is authorized, subject to limitations prescribed by law, to provide
for the issuance of the shares of preferred stock in series, and by filing a
certificate pursuant to the applicable law of the State of Nevada, to establish
from time to time the number of shares to be included in each such series, and
to fix the designation, powers, preferences and rights of the shares of each
such series and any qualifications, limitations or restrictions thereof.
ARTICLE V AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote of a
majority of the shares entitled to vote on each such amendment.
ARTICLE VI SHAREHOLDER RIGHTS
The authorized stock of this Corporation may be issued at such time, upon
such terms and conditions and for such consideration as the Board of Directors
shall determine. Shareholders shall not have preemptive rights to acquire
unissued shares of the stock of this Corporation and cumulative voting is
denied.
ARTICLE VII INITIAL OFFICE AND AGENT
The address of the initial registered office of the Corporation is CSC
Services of Nevada, Inc., 502 East John, Carson City, Nevada 89706, and the name
of the Corporation's initial resident agent at such address is CSC Services of
Nevada, Inc., 502 East John, Carson City, Nevada 89706.
ARTICLE VIII DIRECTORS
The number of Directors constituting the initial Board of Directors of this
Corporation shall be two (2) in number, provided, however, that the number of
directors may be changed from time to time by a provision of the Bylaws, but in
no event shall the number of directors be less than two (2) or more than ten
(10).
The names and addresses of the initial board of directors who shall hold
office until the first annual meeting of shareholders, or until their successors
are elected and qualified are:
Glenn A. Little
211 West Wall Street
Midland, Texas 79701
Matthew Blair
211 West Wall Street
Midland, Texas 79701
ARTICLE IX INCORPORATOR
The name and address of the incorporator is: Eric Newlan, Esquire, Newlan &
Newlan, Attorneys at Law, 2512 Program Drive, Suite 101, Dallas, Texas 75220.
ARTICLE X LIMITATION OF LIABILITY: DIRECTORS AND OFFICERS
No director or officer of the Corporation shall be personally liable to the
Corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer; provided, however, that this ARTICLE X shall not eliminate
or limit the liability of a director or officer for:
(a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) the payment of dividends in violation of law.
Any repeal or modification of this ARTICLE X shall be prospective only and
shall not adversely affect any right or protection of a director or officer of
the Corporation existing at the time of such repeal or modification for any
breach covered by this ARTICLE X which occurred prior to such repeal or
modification.
ARTICLE XI RELIANCE BY OFFICERS AND DIRECTORS
Each director, officer or member of any committee designated by the Board
of Directors shall, in the performance of his or her duties, be fully protected
and absolved from liability in relying in good faith upon the books of account
or reports made to the Corporation by any of its officials, an independent
public accountant or by an appraiser or an investment banker selected with
reasonable care by the Board of Directors or by any such committee, or in
relying in good faith upon other records of the Corporation. This ARTICLE XI is
in addition to and shall not in any manner limit the scope of the director and
officer liability limitation in ARTICLE X.
ARTICLE XII INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve at any
time as directors or officers or who at the request of the Board of Directors of
the Corporation may serve or at any time have served as directors or officers of
another corporation in which the Corporation at such time owned or may own
shares of stock or of which it was or may be a creditor, and their respective
heirs, administrators, successors and assignees, against any and all expenses,
including amounts paid upon judgments, counsel fees and amounts paid in
settlement (before or after suit is commenced), actually and necessarily
incurred by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or such other corporation, except in relation to matters as to
which any such director or officer or former director or officer or person shall
be adjudged in any action, suit or proceeding to be liable for his own gross
negligence or wilful misconduct in the performance of his duty. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, bylaw, agreement, vote of
shareholders or otherwise.
ARTICLE XIII COMMON DIRECTORS: TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this Corporation and one or more
of its directors or any other corporation, firm, association or entity in which
one or more of its directors or officers are financially interested, shall be
either void or voidable because of such relation or interest, or because such
director or 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 because his or 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 such contract or
transaction by vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors; or (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; (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 committee thereof which
authorizes, approves or ratifies such contract or transaction.
DATED this 16th day of April, 1998.
/s/ Eric Newlan
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Eric Newlan
Incorporator
STATE OF TEXAS )
)
COUNTY OF DALLAS )
I, the undersigned, being first duly sworn on oath, deposes and says: That
I am the incorporator hereinbefore named; that I have read the foregoing
Articles of Incorporation and know the contents thereof and that the same are
true to the best of my knowledge, except as to matters therein stated upon
information and belief, and as to those, I believe them to be true.
/s/ Eric Newlan
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Eric Newlan
On the 16th day of April, 1998, personally appeared before me, Eric Newlan,
signer of the above Articles of Incorporation, who duly acknowledged to me that
he executed same.
/s/
Notary Public