SECRETARY OF STATE
State of Nevada
Corporate Charter
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State,
do hereby certify that GOLDTECH MINING CORPORATION did on November 12, 2003 file
in this office the original Articles of Incorporation; that said Articles are
now on file and of record in the office of the Secretary of State of the State
of Nevada, and further, that said Articles contain all the provisions required
by the law of said State if Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal
of State, at my office, in Carson City, Nevada, on November 13, 2003.
/S/ DEAN HELLER
DEAN HELLER
Secretary of State
Laurie Freeman
By Certification Clark
ARTICLES OF INCORPORATION
OF
GOLTECH MINING CORPORATION
The undersigned natural persons of the age of eighteen (18) years or more
acting as incorporator of a corporation under the Nevada Revised Civil Statute
78, hereby adopts the following Articles of Incorporation:
ARTICLE I
NAME
The name of the corporation (hereinafter called "Corporation") is Goldtech
Mining Corporation.
ARTICLE II
PERIOD OF DURATION
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The period of duration of the Corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
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The purpose for which this Corporation is organized is to engage in the
business of investing in investments of all forms and nature and to engage any
and all other lawful business.
ARTICLE IV
CAPITALIZATION
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The total number of shares of stock which the Corporation shall have the
authority to issue is one hundred million (100,000,000) shares, consisting of
ninety-five million (95,000,000) shares of Common Stock having a par value of
$.oo1 per shares and five million (5,000,000) shares of Preferred Stock having a
par value of $.oo1 per share.
A. Preferred Stock
The Board of Directors is authorized, subject to the limitations prescribed
by law and the provisions of this Article, to provide for the issuance of
the shares of Preferred Stock in series, and by filings 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 suxh series and to
fix the designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions thereof.
1. authority of the Board with respect to each series shall include,
but not limited to., determination of the following.:
a. The number of shares constituting that series and the
distinctive designation of that series;
b. The dividend rate on the shares of that series, whether
dividends shall be cumulative, and if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends
on shares of that series;
c. Whether that series shall have voting rights, in addition to
the voting rights provided by law, and if so, the terms of such voting
rights;
d. Whether that series shall have conversion privileges and, if
so, the terms and conditions of such conversions, including provision
for adjustments of the conversion rate in such events as the Board of
Directors shall determine;
e. Whether or not the shares of that series shall be redeemable
and, if so, the terms and conditions of such redemption, including the
dates upon or after which they shall be redeemable and the amount per
share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;
f. Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series and, if so, the terms
and amount of such sinking fund;
g. The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment
of shares of that series; and
h. Any other relative rights, preferences and limitations of that
series; and
2. Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, before any dividends shall be paid or
declared and set apart for payment on Common Stock with respect to the same
dividend period.
3. If upon any voluntary or involuntary liquidations, dissolution or
winding up of the Corporation, the assets available for distribution to
holders of shares of Preferred Stock of all series shall be insufficient t
pay such holders the full preferential amount to which they are entitled,
then such assets shall be distributed ratably among the shares of all
series of Preferred Stock in accordance with the respective preferential
amounts (including unpaid cumulative dividends, if any) payable with
respect thereto.
4. Unless otherwise provided in any resolution of the Board of
Directors providing for the issuance of any particular series of Preferred
Stock, no holder of Preferred Stock shall have any pre-emptive right as
such holder to subscribe for, purchase or receive any part of any new or
additional issue or capital stock of any class or series, including
unissued and treasury stock, or obligations or other securities convertible
into or exchangeable for capital or opinions to subscribe for, purchase or
receive any capital stock of any class or series, whether now or
hereinafter authorized and whether issued for cash or other consideration
or by way of dividend.
II. Common Stock
1. Subject to the prior and superior rights of the Preferred Stock and
on the conditions set forth in the foregoing parts of this article or in
any resolution of the Board of Directors providing for the issuance of any
particular series of Preferred Stock, and not otherwise, such dividends
(payable in cash, stock or otherwise) as may be determined by the Board of
Directors may be declared and paid on the Common Stock from time to time
out of any funds legally available therefore.
2. Except as otherwise provided by law, by this Certificate of
incorporation or by the resolution or resolutions of the Board of Directors
providing for the issue of any series of the Preferred Stock, the Common
Stock, shall have the exclusive right to vote for the election of directors
and for all other purposes, each holder of the Common Stock being entitled
to one vote for each share hold.
3. Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, and after the holders of the Preferred
Stock respectively shall be entitled, or a sum sufficient for such payments
in assets Stock in accordance with their respective rights and interest, to
the exclusion of the holders of the Preferred Stock.
ARTICLE V
REGISTERED OFFICE AND AGENT
The name and address of the corporation's registered agent is Rita S.
Dickson, 1161 Ambassador Dr. Reno NV 89523
ARTICLE VI
Directors
The Corporation shall be governed by a Board of Directors consisting of one
director or such number which shall be fixed the Corporation's bylaws the name
and address of the initial director is
Name Address
Ralph Jordan 4909 Waters Edge Dr. #160
Raleigh, NC 27606
ARTICLE VII
LIABILITY OF OFFICERS AND DIRECTORS
A director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional misconduct,
fraud, a knowing violation of law or the payment of an unlawful dividend in
violation of NRS 78.300.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve or who
have served 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 assigns, against any
and all expenses, including amounts paid upon judgments, counsel fees and
amounts paid in settlement (before or after each is commenced), actually and
necessarily 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 of the Corporation, or of
such other corporation, except in relation to matters as to which any such
director or officer of the Corporation, or of such other corporation or former
director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or 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, by law, agreement, and
vote of shareholders or otherwise.
DATED this 3rd day of November 2003. Incorporator:
/s/ Hank Vanderkam
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Hank Vanderkam
Vanderkam & Associates
1301 Travis, # 1200
Houston, TX 77002
STATE OF TEXAS $
$
COUNTRY OF BARRIS $
On Nov 3, 2003 personally appeared before me, a Notary Public, Hank
Vanderkam who acknowledged that he executed the above document in his capacity
as Incorporator of Goldtech Mining Corporation.
________________________________
Notary Public for the State of Texas