ARTICLES OF INCORPORATION
OF
FISCHER-WATT GOLD COMPANY, INC.
The undersigned, a natural person being more than eighteen years of age,
acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the State of Nevada, does hereby adopt the following
Articles of Incorporation for such corporation:
Article I
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Name
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The name of the corporation is Fischer-Watt Gold Company, Inc.
Duration
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Article II
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The duration of the corporation is perpetual.
Article III
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Purposes
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The purposes for which this corporation is organized are:
Section 1. To engage in the business of mining and mineral exploration, and
to that end to own, acquire, improve, develop, sell, lease and convey lands or
mineral claims or any right, title, or interest therein; and to search, explore,
prospect or drill for, and exploit ores and minerals therein or thereupon.
Section 2. To purchase or otherwise acquire, own, mortgage, sell,
manufacture, assign and transfer or otherwise dispose of, invest, trade, deal in
and with real and personal property, of every kind, class and description.
Section 3. To issue promissory notes, bonds, debentures, and other
evidences of indebtedness in the furtherance of any of the stated purposes of
the corporation.
Section 4. To enter into or execute contracts of any kind and character,
sealed or unsealed, with individuals, firms, associations, corporations
(private, public or municipal), political subdivisions of the United States or
with the Government of the United States.
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Section 5. To acquire and develop any interest in patents, trademarks and
copyrights connected with the business of the corporation.
To borrow money, without limitation, and give a lien on any of its property
as security for any borrowing.
Section 7. To acquire by purchase, exchange or otherwise, all, or any part
of, or any interest in, the properties, assets, business and good will of any
one or more persons, firms, associations, or corporations either within or out
of the State of Nevada heretofore or hereafter engaged in any business for which
a corporation may now or hereafter be organized under the laws of the State of
Nevada; pay for the same in cash, property, or the corporation's own or other
securities; hold, operate, reorganize, liquidate, sell or in any manner dispose
of the whole or any part thereof; and in connection therewith, assume or
guaranty performance of any liabilities, obligations or contracts of such
persons, firms associations or corporations, and to conduct the whole or any
part of any business thus acquired.
Section 8. To purchase, receive, take, acquire, or otherwise acquire, own
and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of,
pledge, use, cancel, and otherwise deal in and with the corporation's shares and
its other securities from time to time to the extent, in the manner and upon
terms determined by the Board of Directors; provided that the corporation shall
not use its funds or property for the purchase of its own shares of capital
stock when its capital is impaired or when the purchase would cause any
impairment of the corporation's capital, except to the extent permitted by law.
Section 9. To reorganize, as an incorporator, or cause to be organized
under the laws of any State of the United States of America, or of any
commonwealth, territory, agency or instrumentality of the United States of
America, or of any foreign country, a corporation or corporations for the
purpose of conducting and promoting any business or purpose for which
corporations may be organized, and to dissolve, wind up, liquidate, merge or
consolidate any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.
Section 10. To do each and every thing necessary, suitable or proper for
the accomplishment of any of the purposes or the attainment of any of the
objects herein enumerated, or which shall at any time appear conductive to or
expedient for the protection or benefit of the corporation.
Section 11. To engage in any lawful business or activity which may be
conduct under the laws of the State of Nevada or any other state or nation
wherein this corporation shall be authorized to transact business.
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Article IV
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Capitalization
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Section 1. The total number of shares of all classes which the Corporation
has authority to issue is 200,000,000, all of which shall be Common Stock, par
value $.001 per share.
Section 2. Cumulative voting shall not be allowed in election of Directors
or for any other purpose.
Section 3. No holder of any shares of Common Stock of the Corporation shall
have any preemptive right to purchase, subscribe for, or otherwise acquire any
shares of stock of the Corporation of any class now or hereafter authorized, or
any securities exchangeable for or convertible into such shares, or any warrants
or other instruments evidencing such rights or options to subscribe for,
purchase or otherwise acquire such shares.
Section 4. All shares, Common and Preferred, after the amount fixed by the
Board of Directors has been paid, shall be subject to no further assessments to
pay the debts of the Corporation and no stock issued as fully paid-up shall ever
be assessable or assessed and these Articles of Incorporation shall not and
cannot be amended, regardless of the vote therefor, so as to amend, modify or
rescind this Section 4 of Article IV.
Article V
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Principal Office
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The address of the principal office of the corporation is 7253 Mira Vista,
Las Vegas, Nevada 89120. The corporation may maintain such other offices, either
within or out of the State of Nevada, as the Board of Directors may from time to
time determine or the business of the corporation may require. Article VI
Directors
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The corporation shall be governed by a Board of Directors and shall have
not less than three (3) nor more than seven (7) directors as determined, from
time to time, by the Board of Directors; provided, however, that if the
corporation shall at any time have fewer than three (3) shareholders, the Board
of Directors may consist of fewer than three (3) directors, but in no event
fewer than the total number of such shareholders. The original Board of
Directors shall be comprised of one (1) person. The name and address of the
person who is to serve as director until the first annual meeting of
shareholders and until his successor is elected and shall qualify is as follows:
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Article VII
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Indemnification
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Section 1. No officer or Director of this corporation shall have any
personal liability to the Corporation or to the stockholders of this Corporation
for any damages, loss or claim for breach of a fiduciary duty as an officer or
director, except any liability, damage, loss or claim for: (1) Acts or omissions
which involve intentional misconduct, fraud or a knowing violation of law; or
(2) The payment of dividends in violation of NRS 78.300.
Section 2. Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceedings, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or as its representative in a partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
to the fullest extent legally permissible under the law of the State of Nevada
from time to time against all expenses, liability and loss including attorney's
fees, judgements, fines and amounts paid or to be paid in settlement reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right which may be enforced in any manner
desired by such person. Such right of indemnification shall not be exclusive of
any other right which such Directors, officers or representatives may have or
hereafter acquire and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any By-Law
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under this Article.
Without limiting the application of the foregoing, the Board of Directors
may adopt By-Laws from time to time with respect to indemnification to provide
at all times the fullest indemnification permitted by law of the State of Nevada
and may cause the corporation to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
in any such capacity or arising out of such status, whether or not the
Corporation would have the power to indemnify such person.
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Whether or not provided by the By-Laws, the indemnification provisions
above provided shall include, but not be limited to, reimbursement of all fees,
including amounts paid in settlement and attorneys' fees actually and reasonably
incurred, in connection with the defense or settlement of any action or suit.
Section 3. The Board of Directors may from time to time provide in the
By-Laws or by resolution such other provisions for indemnification of the
officers, directors, agents and other persons of the Corporation to the full
extent permitted by the laws of the State of Nevada.
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