Exhibit 3.1
ARTICLES OF INCORPORATION
OF
GREAT AMERICAN MINERALS, INC.
I, the undersigned, a natural person of the age of eighteen years or
more, acting as incorporator of a corporation under Chapter 78 of the Nevada
Revised Statutes, adopt the following Articles of Incorporation for such
corporation:
ARTICLE I. - NAME
The name of this corporation is Great American Minerals, Inc.
ARTICLE II. - DURATION
The period of its duration is perpetual.
ARTICLE III. - PURPOSES
The purposes for which the corporation is formed are to transact any
and all lawful act or activity for which corporations may be organized under
Chapter 78 of the Nevada Revised Statutes.
ARTICLE IV. - STOCK
1. The aggregate number of shares, which the corporation shall be
authorized to issue, is Seventy Five Million (75,000,000) shares of the par
value of one tenth of one cent ($.001) per share. All of the authorized shares
shall be of one class, namely Common Shares.
2. Fully paid stock of this corporation shall not be liable to any call
and is non-assessable.
3. No holder of any of the shares of the corporation shall be entitled
to pre-emptive rights, nor shall they be entitled as of right to subscribe for,
purchase or otherwise acquire any shares of the corporation which the
corporation may propose to issue.
ARTICLE V. - INITIAL OFFICE AND AGENT
The name of the initial resident agent for the corporation and the
street address in Nevada where process may be served is:
CSC Services of Nevada, Inc.
502 E. John Street
Carson City, Nevada 89706
ARTICLE VI. - DIRECTORS
The governing board shall be styled as directors. The number of
directors constituting the initial Board of Directors of this corporation is two
(2). The names and addresses of the persons who are serving as directors until
the first annual meeting of shareholders, or until their successors are elected
and qualified, are as follows:
Name Address
---- -------
Donald J. McDowell 9051 S. 1075 West, Suite B-301
West Jordan, UT 84088
Dennis J. McDowell 9864 S. Spruce Dale Drive
South Jordan, UT 84095
The number of directors may be changed from time to time by amendment
of the Bylaws, but there shall be not less than one (1) director.
ARTICLE VII. - ELIMINATION OF PERSONAL LIABILITY OF DIRECTORS
1. The directors and officers of the corporation are not liable to the
corporation or to its shareholders for monetary damages for any action taken or
any failure to take any action as a director or officer, except liability for:
(a) the acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law;
(b) the payment of distributions in violation of NRS 78.300.
2. If Chapter 78 of the Nevada Revised Statutes is hereafter amended to
authorize corporation action further eliminating or limiting the personal
liability of directors or officers, then the liability of a director or officer
of the corporation shall be eliminated or limited to the fullest extent
permitted by Chapter 78 of the Nevada Revised Statutes, as so amended, without
the necessity for shareholder action in respect thereof.
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3. Any repeal or modification of this Article by the shareholders of
the corporation shall not adversely affect any right or protection of a director
of the corporation hereunder in respect of any act or omission occurring prior
to the time of such repeal or modification.
ARTICLE VIII. - INDEMNIFICATION
1. The corporation shall indemnify its directors, officers, employees,
fiduciaries and agents to the full extent permitted by Chapter 78 of the Nevada
Revised Statutes or any successor statute.
2. In particular, and not in derogation of the generality of the
foregoing, except as provided in paragraph C of this Article, the corporation
shall indemnify an individual made a party to a proceeding because he/she is or
was a director, against liability incurred in the proceeding if:
(a) his/her conduct was in good faith;
(b) he/she reasonably believed that his/her conduct was
in, or not opposed to, the corporation's best
interests; and
(c) in the case of any criminal proceeding, he/she had no
reasonable cause to believe his conduct was unlawful.
3. The corporation shall not indemnify a director under paragraph B of
this Article
(a) in connection with a proceeding by or in the right of
the corporation in which the director was adjudged
liable to the corporation; or
(b) in connection with any other proceeding charging that
the director derived an improper personal benefit,
whether or not involving acts in his/her official
capacity, in which proceeding he/she was adjudged
liable on the basis that he/she derived an improper
personal benefit.
4. Indemnification under paragraph B of this Article in connection with
a proceeding by or in the right of the corporation shall be limited to
reasonable expenses incurred in connection with the proceeding.
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ARTICLE IX. - EXEMPTION FROM CONTROL SHARE PROVISION
The provisions of NRS Sections 78.378 to 78.3793 regarding acquisitions
of controlling interests shall not apply to this corporation.
Dated: April 7, 2004.
INCORPORATOR:
____________________________________
Donald J. McDowell
9051 S. 1075 West, Suite B-301
West Jordan, UT 84095
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