EXHIBIT 3.1
ARTICLES OF INCORPORATION
of
Sibun River Group, Inc.
The undersigned natural person of the age of eighteen years or more, acting
as incorporator of a corporation under and pursuant to the laws of the State of
Nevada, hereby adopts the following Articles of Incorporation for such
corporation:
ARTICLE I
The name of the corporation is Sibun River Group, Inc.
ARTICLE II
The principal office of this corporation is to be at 50 West Liberty
Street, Suite 880, Reno, 89501, State of Nevada. The Nevada Agency and Trust
Company is hereby named as Resident Agent of this corporation and in charge of
its said office in Nevada.
ARTICLE III
The nature of the business, objects and purposes to be transacted,
promoted, or carried on by the corporation are:
A. To conduct any lawful business, to promote any lawful purpose, and to
engage in any lawful act or activity for which corporations maybe organized
under the General Corporation Law of the State of Nevada and to act in
every kind of fiduciary capacity. and generally to do all things necessary
or convenient which are incident to or which a natural person might or
could do.
B. To purchase, receive, take by grant, gift, devise, bequest, or
otherwise. lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest
therein, wherever situated, and to sell, convey, lease, exchange, transfer
or otherwise dispose of, or mortgage or pledge, all or any of its property
and assets, or any interests therein, wherever situated.
C. To engage generally in the real estate business as principal, and in
any lawful capacity, and generally to take, lease, purchase, or otherwise
acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage,
work, clear, improve, develop, divide, and otherwise handle, manage,
operate, deal in and dispose of mining claims, oil leases, oil and gas
wells, real estate, real property, lands, multiple-dwelling structures,
houses, buildings and other works and any interest or right therein; to
take, lease, purchase or otherwise handle or acquire, and to own, use,
hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise
handle, and deal in and dispose of, as principal agent or in any lawful
capacity, such
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personal property, chattels, chattels real, rights, easements, privileges,
causes in action, notes, bonds, mortgages, and securities as may lawfully
be acquired, held or disposed of and to acquire, purchase, sell, assign,
transfer, dispose of and generally deal in and with as principal, agent,
broker, and in any lawful capacity, mortgages and other interests in real,
personal, and mixed properties; to carry on a general oil exploration,
mining exploration and management business as principal, agent,
representative, contractor, subcontractor, and in any other lawful
capacity. To manufacture, purchase or acquire in any lawful manner and to
hold, own, mortgage, pledge, sell, transfer, or in any manner dispose of,
and to deal and trade in goods, wares, merchandise, and property of any and
every class and description, and in any part of the world.
D. To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, develop,
enjoy, turn to account, grant licenses and immunities in respect of,
manufacture under and to introduce, sell, assign, mortgage, pledge or
otherwise dispose of and, in any manner deal with and contract with
reference to:
1. Inventions, devices, formulas, processes, improvements and
modifications thereof;
2. Letters patent, patent rights, patented processes, rights, designs,
and similar rights, trademarks, trade names, trade symbols and other
indications or origin and ownership granted by or recognized under the laws
of the United States of America, any state or subdivision thereof, and any
commonwealth, territory, possession, dependency, colony, possession agency
or instrumentality of the United States of America and of any foreign
country, and all rights connected therewith or appertaining thereto.
3. Franchises licenses, grants and concessions.
E. To make, enter into, perform and carry out contracts of every kind and
description with any person, firm, association, corporation or government
or agency or instrumentality thereof.
F. To lend money in furtherance of its corporate purposes and to invest
and reinvest its funds from time to time to such extent, to such persons,
firms,
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associations, corporations, governments or agencies or instrumentalities
thereof, and on such terms and on such security, if any, as the Board of
Directors of the corporation may determine and direct any officer to
complete.
G. To borrow money without limit as to amount and at such rates of
interest as it may determine; from time to time to issue and sell its own
securities, including its shares of stock, notes, bonds, debentures, and
other obligations, in such amounts, on such terms and conditions, for such
purposes and for such prices, now or hereafter permitted by the laws of the
State of Nevada and by the Board of Directors of the corporation as they
may determine; and to secure any of its obligations by mortgage, pledge or
other encumbrance of any or all of its property, franchises and income.
H. To be a promoter or manager of other corporations of any type or kind;
and to participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transaction, undertaking or arrangement which the corporation would have
power to conduct by itself, whether or not such participation involves
sharing or delegation of control with or to others.
I. To promote and exercise all or any part of the foregoing purposes and
powers in and all parts of the world, and to conduct its business in all or
any branches in any lawful capacity.
The foregoing enumeration of specific purposes and powers shall not be held
to limit or restrict in any manner the purposes and powers of the
corporation by references to or inference from the terms or provisions of
any other clause, but shall be regarded as independent purposes.
ARTICLE IV
The aggregate number of shares which the corporation shall have authority
to issue is 25,000,000 shares of common stock with $0.001 par value each.
No shareholder of the corporation shall have the right of cumulative voting
at any election of directors or upon any other matter.
No holder of securities of the corporation shall be entitled as a matter of
right, preemptive or otherwise, to subscribe for or purchase any securities of
the corporation now or hereafter authorized to be issued, or securities held in
the treasury of the corporation, whether issued or sold for cash or other
consideration or as a share dividend or otherwise. Any such securities may be
issued or disposed of by the board of directors
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to such persons and on such terms as in its discretion it shall deem advisable.
ARTICLE V
Any action required to, or that may, be taken at any annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a
meeting at which the holders of all shares entitled to vote on the action were
present and voted.
ARTICLE VI
The members of the governing board shall be styled DIRECTORS and the number of
such Directors shall be not less than one (l), or more than five (5). The first
board of directors shall be Two Members whose names and post office addresses
are as follows:
Mortenson, David
P.O. Box 5034
Alvin, TX 77512-5034
Beehner, Jim
P.O. Box 2370
Alvin, TX 77512-2370
ARTICLE VII
The initial number of stockholders will be two (2). Additional stockholders may
be obtained. The number of directors may be changed as provided in N.R.S.
78.330.
ARTICLE VIII
A. No director of the corporation shall be liable to the corporation or
any of its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except that this Article VIII shall not
authorize the elimination or limitation of liability of a director of the
corporation to the extent the director is found liable for: (i) a breach of such
director's duty of loyalty to the corporation or its shareholders; (ii) an act
or omission not in good faith that constitutes a breach of duty of such director
to the corporation or an act or omission that involves intentional misconduct or
a knowing violation of the law; (iii) a transaction from which such director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the
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director's office; or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute.
B. The capital stock of this corporation after the amount of the
subscription price or par value has been paid in, shall not be subject to
assessment to pay debts of this corporation and no stock issued as fully paid up
shall ever be assessable or assessed and the Articles of Incorporation shall not
be amended in this particular.
ARTICLE IX
This corporation is to have perpetual existence.
David R. Mortenson, the undersigned, being the original incorporator for
the purpose of forming a corporation to do business both within and without the
state of Nevada, and in pursuance of the General Corporation Law of the State of
Nevada, effective March 31, 1925 and as subsequently amended do make and file
this certificate, hereby declares and certifies that the facts herein above
stated are true.
This 1st day of April, 1999.
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/s/ David R. Mortenson
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Address: P.O. Box 5034
Alvin TX 77512-5034
On 1st April, 1999 before me, the undersigned, a Notary Public in and for said
State, personally appeared David R. Mortenson to me known to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same.
WITNESS my hand and official seal.
/s/ Marcy Ann Ainsworth
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Notary Public
[Notary Seal]
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