Exhibit 3.01
ARTICLES OF INCORPORATION
OF
BMB MUNAI, INC.
THE UNDERSIGNED, for the purpose of forming a corporation for the
transaction of business and the purposes hereinafter stated, under the
provisions of and subject to the requirements of the laws of the State of
Nevada, does make, record and file these Articles of Incorporation, in writing,
and does hereby certify:
ARTICLE I.
The name of the Corporation is: BMB Munai, Inc.
ARTICLE II.
The Corporation is organized to engage in any lawful purpose and shall
have all powers granted a corporation organized under the laws of the State of
Nevada.
ARTICLE III.
The total number of shares of stock of all classes which the
Corporation has authority to issue is 120,000,000 shares, divided into
100,000,000 shares of Common Stock, par value $0.001 per share (herein called
the "Common Stock") and 20,000,000 shares of Preferred Stock, par value $0.001
per share (herein called "Preferred Stock").
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I. COMMON STOCK
A. Dividends. Subject to all of the rights of the Preferred Stock,
dividends may be paid upon the Common Stock as and when declared by the Board of
Directors out of funds legally available for the payment of dividends.
B. Liquidation Rights. In the event of any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, and after the
holders of the Preferred Stock shall have been paid in full amounts to which
they respectively shall be entitled, or an amount sufficient to pay the
aggregate amount to which such holders shall be entitled shall have been
deposited in trust with a bank or trust company for the benefit of the holders
of the Preferred Stock, the remaining net assets of the Corporation shall be
distributed pro rata to the holders of the Common Stock.
C. Voting Rights. Except as otherwise expressly provided with respect
to the Preferred Stock and except as otherwise may be required by law, the
Common Stock shall have the exclusive right to vote for the election of
directors and for all other purposes and each holder of Common Stock shall be
entitled to one vote for each share held.
D. Residual Rights. All rights accruing to the outstanding shares of
the Corporation not expressly provided for to the contrary herein or in the
Corporation's bylaws or in any Amendment hereto or thereto shall be vested in
the Common Stock.
II. PREFERRED STOCK
The Board of Directors of the Corporation is expressly authorized, as
shall be stated and expressed in the resolution or resolutions it adopts,
subject to limitations prescribed by law and the provisions of this Article III,
to provide for the issuance of the shares of Preferred Stock in
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one or more class or series, in addition to the shares thereof specifically
provided for in this Article III, and by filing 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 such class or series, and to fix for each such
class or series such voting powers, full or limited, or no voting powers, and
such distinctive designations, powers, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof, including without limitation, the authority to provide
that any such class or series may be (i) subject to redemption at such time or
times and at such price or prices; (ii) entitled to receive dividends (which may
be cumulative or non-cumulative) at such rates, on such conditions, and at such
times, and payable in preference to, or in relation to, the dividends payable on
any other class or classes or any other series; (iii) entitled to such rights
upon the dissolution of, or upon any distribution of the assets of, the
Corporation; (iv) convertible into, or exchangeable for, shares of any other
class or classes of stock, or of any other series of the same or any other class
or classes of stock, of the Corporation at such price or prices or at such rates
of exchange and with such adjustments; or (v) subject to the terms and amounts
of any sinking fund provided for the purchase or redemption of the shares of
such series; all as may be stated in such resolution or resolutions.
The number of authorized shares of Series Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the Common
Stock, without a vote of the holders of the Series Preferred Stock, as the case
may be, or of any series thereof, unless a vote of any such holders is required
pursuant to the provisions of this Article III or the certificate or
certificates establishing any additional series of such stock.
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ARTICLE IV.
A. Board of Directors of the Corporation.
1. General Provisions. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. The exact number
of directors shall be fixed from time to time by, or in the manner provided in,
the By-Laws of the Corporation and may be increased or decreased as therein
provided. Directors of the Corporation need not be elected by ballot unless
required by the By-Laws.
2. Classification of Board of Directors. The directors shall be divided
into three classes. Each such class shall consist, as nearly as may be possible,
of one-third of the total number of directors, and any remaining directors shall
be included within such group or groups as the Board of Directors shall
designate.
The initial Class I directors elected for a one-year term are as follows:
Name Address
Georges Benarroch 41A Avenue Road
Toronto, Ontario M5R 2G3 Canada
Valery Tolkachev 27/6 Pokrovka Street
Moscow, Russia
The initial Class II directors elected for a two-year term are as follows:
Name Address
Alexandre Agaian 500 Fifth Avenue, Suite 4810
New York, New York 10110
Mirgali Kunayev 63 Dostyk Avenue, Second Floor
Almaty 480100, Republic of Kazakhstan
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The initial Class III directors elected for a three-year term are as follows:
Name Address
Bakhytbek Baiseitov 20A Kazibek Bi Street
Almaty 480100, Republic of Kazakhstan
Boris Cherdabayev 20A Kazibek Bi Street
Almaty 480100, Republic of Kazakhstan
At each succeeding annual meeting of stockholders, beginning with the 2005
annual meeting of stockholders, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, but in no case shall a decrease in the number of
directors shorten the term of any incumbent director. A director may be removed
from office for cause only and, subject to such removal, death, resignation,
retirement or disqualification, shall hold office until the annual meeting for
the year in which his term expires and until his successor shall be elected and
qualify. No alteration, amendment or repeal of this Article IV or the By-Laws of
the Corporation shall be effective to shorten the term of any director holding
office at the time of such alteration, amendment or repeal, to permit any such
director to be removed without cause, or to increase the number of directors in
any class or in the aggregate from that existing at the time of such alteration,
amendment or repeal until the expiration of the terms of office of all directors
then holding office, unless (i) in the case of this Article IV, such alteration,
amendment or repeal has been approved by the holders of all shares of stock
entitled to vote thereon, or (ii) in the case of the By-Laws, such alteration,
amendment or repeal has been approved by either the
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holders of all shares entitled to vote thereon or by a vote of a majority of the
entire Board of Directors.
3. Directors Appointed by a Specific Class of Stockholders. To the
extent that any holders of any class or series of stock other than Common Stock
issued by the Corporation shall have the separate right, voting as a class or
series, to elect directors, the directors elected by such class or series shall
be deemed to constitute an additional class of directors and shall have a term
of office for one year or such other period as may be designated by the
provisions of such class or series providing such separate voting right to the
holders of such class or series of stock, and any such class of directors shall
be in addition to the classes designated above.
ARTICLE V.
A. General Provisions. The following provisions are hereby adopted for
the purpose of defining, limiting and regulating the powers of the Corporation
and of its directors and stockholders:
1. Amendments to the Articles of Incorporation. Subject to the
provisions of applicable law, the Corporation reserves the right from time to
time to make any amendment to its Articles of Incorporation, now or hereafter
authorized by law, including any amendment which alters the contract rights as
expressly set forth therein, of any outstanding stock.
2. Amendments to the By-Laws. The Board of Directors is expressly
authorized to adopt, alter and repeal the By-Laws of the Corporation in whole or
in part at any regular or special meeting of the Board of Directors, by vote of
a majority of the entire Board of Directors. Except where the Articles of
Incorporation otherwise requires a higher vote, the By-Laws may also be
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adopted, altered or repealed in whole or in part at any annual or special
meeting of the stockholders by the affirmative vote of three-fourths of the
shares of the Corporation outstanding and entitled to vote thereon.
3. No Preemptive Rights. No holder of any class of stock of the
Corporation, whether now or hereafter authorized or outstanding, shall have any
preemptive, preferential or other right to subscribe for or purchase any class
of the Corporation's stock, whether now or hereafter authorized or outstanding,
which it may at any time issue or sell, or to subscribe for or purchase any
notes, debentures, bonds or other securities which it may at any time issue or
sell, whether or not the same be convertible into or exchangeable for or carry
options or warrants to purchase shares of any class of the Corporation's stock
or other securities, or to receive or purchase any warrants or options which may
be issued or granted evidencing the right to purchase any such stock or other
securities, it being intended by this Section 3 that all preemptive rights of
any kind applicable to securities of the Corporation are eliminated.
4. Vote Required to Take Action; Action by Written Consent. Except as
otherwise provided in the Articles of Incorporation and except as otherwise
provided by applicable law, the Corporation may take or authorize any action
upon the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
thereof. Action shall be taken by stockholders of the Corporation only at annual
or special meetings of stockholders, and stockholders may act in lieu of a
meeting, if a consent or consents in writing setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.
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5. Compensation of Directors. The Board of Directors may determine from
time to time the amount and type of compensation which shall be paid to its
members for service on the Board of Directors. The Board of Directors shall also
have the power, in its discretion, to provide for and to pay to directors
rendering services to the Corporation not ordinarily rendered by directors, as
such, special compensation appropriate to the value of such services, as
determined by the Board from time to time.
6. Interested Transactions. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or committee, and the Board of Directors or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the fact of the common directorship, office or financial
interest is not known to the director or officer at the time the contract or
transaction is brought before the board of directors or shareholders of the
corporation for action; or (iv) the
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contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee thereof
or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. This paragraph
shall not be construed to invalidate any such contract or transaction which
would otherwise be valid under the common and statutory law applicable thereto.
7. Indemnification. The Corporation shall indemnify (a) its directors
to the fullest extent permitted by the laws of the State of Nevada now or
hereafter in force, including the advancement of expenses under the procedures
provided by such laws, (b) all of its officers to the same extent as it shall
indemnify its directors, and (c) its officers who are not directors to such
further extent as shall be authorized by the Board of Directors and be
consistent with law. Subject only to any limitations prescribed by the laws of
the State of Nevada now or hereafter in force, the foregoing shall not limit the
authority of the Corporation to indemnify the directors, officers and other
employees and agents of this Corporation consistent with law and shall not be
deemed to be exclusive of any rights to which those indemnified may be entitled
as a matter of law or under any resolution, By-Law provision, or agreement.
8. Liability of Directors. To the fullest extent permitted by Nevada
statutory or decisional law, as amended or interpreted, no director of this
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director. This Section 9
does not affect the availability of equitable remedies for breach of fiduciary
duties.
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ARTICLE VI.
The name and address of the Resident Agent is as follows:
Name Address
Gateway Enterprises, Inc. 3230 East Flamingo Road, Suite 156
Las Vegas, Nevada 89121
ARTICLE VII.
The provisions of NRS 78.378 to 78.3793, inclusive shall not be
applicable to any acquisition of a controlling interest in the Corporation.
ARTICLE VIII.
The name and address of the incorporator signing these Articles of
Incorporation, who is above the age of eighteen (18) years, is as follows:
Name Address
Ronald L. Poulton 324 South 400 West, Suite 250
Salt Lake City, Utah 84101
IN WITNESS WHEREOF, I have hereunto subscribed my name this 15th day of
November, 2004.
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Ronald L. Poulton, Esq.
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