EXHIBIT 3(i).1
ARTICLES OF RESTATEMENT OF
ARTICLES OF INCORPORATION OF
AMERICAN CONSOLIDATED MINING CO.
The undersigned, being the duly elected Chief Executive Officer of
American Consolidated Mining Co., a Utah corporation (the "Corporation"),
pursuant to the provisions of Section 16-10a-1001 et. seq. of the Utah Revised
Business Corporation Act, executes the following Restated Articles of
Incorporation.
ARTICLE ONE
NAME: The name of this corporation is American Consolidated Mining Co.
ARTICLE TWO
AMENDMENT AND RESTATEMENT: The Articles of Incorporation are hereby
amended and restated to read in their entirety as follows:
ARTICLE I - NAME
The name of the corporation is American Consolidated Management Group,
Inc.
ARTICLE II - DURATION
The period of its duration shall be perpetual.
ARTICLE III - CORPORATE PURPOSES
The general purposes and objects for which the corporation is organized
are:
a. To acquire and develop mining properties.
b. To do each and every thing necessary, suitable or proper
for the accomplishment of any of the purposes or the attainment of any
one or more of the subjects herein enumerated, or which may at any time
appear conducive to or expedient for protection or benefit of this
corporation, and to do said acts as fully and to the same extent as
natural persons might, or could do, in any part of the world as
principals, agents, partners, trustees or otherwise, either alone or in
conjunction with any other person, association or corporation.
c. The foregoing clauses shall be construed both as objects
and powers and shall not be held to limit or restrict in any manner the
general powers of the corporation and the enjoyment and exercise
thereof as conferred by the laws of the State of Utah; and it is the
intention that the purposes, objects and power specified in each of the
paragraphs shall be considered as independent objects and powers.
ARTICLE IV - SHARES OF STOCK
The aggregate number of shares which the corporation shall have
authority to issue is 70,000,000 shares with a par value of $.01. All stock of
this corporation shall be of the same class, common, and stock of this
corporation shall no be liable to any call and is non-assessable.
ARTICLE V - COMMENCING BUSINESS
The corporation will not commence business until consideration of the
value of at least One Thousand Dollars ($1,000.00) has been received for the
issuance of shares.
ARTICLE VI - REGISTERED AGENT AND OFFICE
The name and post office address of its initial registered agent is
Steven J. Haslam, 5759 South 1145 East, Salt Lake City, Utah 84121
The post office address of its initial registered office is 5759 South
1145 East, Salt Lake City, Utah 84121.
ARTICLE VII - DIRECTORS
That the number of directors of this corporation, their qualifications,
terms of office and the time and manner of their election, removal and
resignation shall be as follows:
The number of directors shall not be less than three (3) nor more than
seven (7), the exact number within such limits to be determined in the manner
prescribed by the by-laws.
Directors shall be elected at the annual meeting of the stockholders of
this corporation and shall serve for one year and until their successors shall
have been duly elected and qualified.
A majority of the entire number of directors, but not less than two,
shall be necessary to form a quorum of the board of directors, authorized to
transact the business and exercise of the corporation powers of the corporation.
Such officers shall consist of:
(a) President;
(b) One or more Vice Presidents as shall be provided by the
by-laws or the board of directors;
(c) A Secretary; and,
(d) A Treasurer (may be held by officers who concurrently hold
another office).
Such officers shall be elected annually by the board of directors and
shall serve for one year and until their successors shall have been duly elected
and qualified.
Any officer may be removed by vote of a majority of the board of
directors or in such other manner as may be prescribed in the by-laws.
ARTICLE VIII - INITIAL DIRECTORS
That the following named person, parties hereto, shall be the directors
and officers of this corporation from the date hereof and until their successors
shall have been elected and qualified:
Steven J. Haslam President and
5759 South 1145 East Chairman of the
Salt Lake City, UT 84121 Board
William Thomas Chandler, Jr. Vice President and
11129 South 2125 East Director
Sandy, UT 84070
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William D. Moeller Secretary/Treasurer
115l North Grove Drive Director
Alpine, UT 84003
ARTICLE IX - SHAREHOLDER'S LIABILITY
That the private property of the stockholders of this corporation shall
not be liable for the debts or obligations of this corporation.
ARTICLE X - INCORPORATORS
The name and address of each incorporator is:
Steven J. Haslam 5759 South 1145 East
Salt Lake City, UT 84121
William Thomas Chandler, Jr. 11129 South 2125 East
Sandy, UT 84070
William D. Moeller 1151 North Grove Drive
Alpine, UT 84003
ARTICLE XII - DIRECTORS' AND OFFICERS' CONTRACTS
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 are directors or officers are financially
interested shall be either void and voidable because of such relationship 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 transactions, 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 the contract or transaction by vote or consent sufficient
for the purpose without counting the votes or consents of such interested
director; (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; or (c) the contract or
transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining the
presence of quorum at a meeting of the board of directors or committee thereof
which authorizes, approves or ratifies such contract or transaction.
ARTICLE THREE
CAPITAL STRUCTURE: Each share of the Corporation's common stock shall
be equivalent to and shall represent one-hundredth (1/100th) of one share of the
Corporation's common stock, in all respects, including voting and dividend
rights, and rights upon liquidation. All fractional shares will be rounded up to
the nearest whole share. The reverse stock split will have no effect on the
number of authorized shares of common stock or the par value of the
Corporation's common stock as set forth in the Corporation's Articles of
Incorporation, as amended. Whenever certificates representing the Corporation's
common stock prior to the reverse stock split are presented for transfer, the
Corporation's transfer agent shall cause to be issued one or more replacement
certificates which in the aggregate represent a number of shares of common stock
as adjusted for the reverse stock split.
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ARTICLE FOUR
RESTATEMENT AND DATE OF THE ADOPTION: These Restated Articles of
incorporation supersede the original Articles of Incorporation and all
amendments thereto. The Restated Articles of Incorporation were adopted by the
shareholders of the Corporation at a meeting of shareholders in conformity with
the procedures of the Utah Revised Business Corporation Act on June 12, 2002.
ARTICLE FIFTH
VOTE: Sixty-Nine Million Nine Hundred Ninety-Eight Thousand Nine
Hundred (69,998,900) shares of capital stock of the Corporation were issued and
outstanding as of the date of adoption of the Restated Articles of
Incorporation. The only class of shares outstanding was common and all of said
shares were entitled to vote on the adoption of the Restated Articles of
Incorporation. Shareholders holding 47,272,440 shares of the Corporation's
common stock were represented in person or by proxy at the meeting. 39,065,473
shares were voted to approve the name change as set forth in Article I above and
2,511,081 shares were voted against the name change. 38,588,579 shares were
voted to approve the reverse stock split as set forth in Article Three above and
7,532,625 shares were voted against the reverse stock split. The Restated
Articles of Incorporation were not otherwise amended.
IN WITNESS WHEREOF, the undersigned executes these Restated Articles of
Incorporation and certifies to the truth of the facts herein stated this 14th
day of June, 2002.
/s/ William Moeller
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William Moeller, Chief Executive Officer
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