CERTIFICATE OF INCORPORATION
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OF
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DIAMOND INTERNATIONAL GROUP, INC.
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TO THE SECRETARY OF STATE
STATE OF DELAWARE
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The undersigned Incorporator, whose name and address is
shown below, being legally competent to enter into
contracts, for the purpose of forming a corporation under
Delaware General Corporation Law does hereby adopt the
following Certificates of Incorporation:
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I.
NAME
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The name of the Corporation is:
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DIAMOND INTERNATIONAL GROUP, INC.
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II.
REGISTERED OFFICE AND AGENT
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The name and address of the Corporation's registered
agent and registered office, which is not necessarily the
Corporation's principal office, are:
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The Company Corporation
1013 Centre Road
Wilmington, DE 19805
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III.
PURPOSES
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The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of
Delaware.
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IV.
DURATION
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The duration of the corporation is perpetual.
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V.
AUTHORIZED STOCK
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The corporation shall be authorized to issue
100,000,000 shares of common stock, par value $.0001 per
share for a total authorized capital stock of $10,000.
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VI.
ATTRIBUTES OF STOCK
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All common stock shall be non-assessable, and each
holder of common stock shall be entitled to one (1) vote per
share of common stock held by such shareholder.
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The Board of Directors of the Corporation shall have
full authority, to the extent permitted by law, to increase,
decrease or otherwise adjust the capital stock of the
Corporation, and, to the extent not designated in this
Certificate of Incorporation and as permitted by law, to
designate the classes or series of the Corporation's capital
stock and to determine the voting rights and powers, and
such designations, powers, preferences, or other special
rights and the qualifications, limitations or restrictions,
thereof, as the Board shall from time to time determine by
duly adopted resolutions.
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At any time and from time to time when authorized by
resolution of the Board of Directors,. the Corporation may
issue or sell any shares of its capital stock of any class
or series, whether out of the unissued shares authorized by
the Certificate of Incorporation or out of shares of its
capital stock redeemed by the Corporation.
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When authorized by resolution of the Board of
Directors, the Corporation may issue or grant rights,
warrants or options, in bearer or registered or such other
form as the Board of Directors may determine, for the
purpose of shares of the capital stock of any class or
series of the Corporation within such period of time, or
without limit as to time, to such aggregate number of
shares, and at such price per share as the Board of
Directors may determine/ Such rights, warrants or options
may be issued or granted separately or in connection with
the issue of any bonds, debentures, notes, obligations or
other evidences of indebtedness or shares of the capital
stock of any class or series of the Corporation and for such
consideration and on such terms and conditions as the Board
of Directors in its sole discretion may determine. In each
case, the consideration to be received by the Corporation
for any such shares so issued or sold shall be such as shall
be fixed from time to time by resolution of the Board of
Directors.
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VII.
DIRECTORS
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The number of Directors of the Corporation shall be as
specified in the Bylaws, and such number may from time to
time be increased or decreased under the Bylaws or any
amendment or change thereto; provided, however, that the
number of Directors of the Corporation shall at no time be
less than one (1). The initial Board of Directors shall
consist of one (1) member, whose name and mailing address
is:
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Jesse A. Clayton
7633 East 63rd Place
Suite 220
Tulsa, OK 74133
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Directors of the Corporation need not be elected by
written ballot.
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VIII.
BYLAWS
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The Bylaws governing this Corporation may be adopted,
amended or repealed by the Board of Directors, provided,
however, that the power to adopt, amend or repeal the Bylaws
so conferred upon the Directors herein shall not divert the
shareholders of the power, nor limit their power to adopt,
amend or repeal Bylaws.
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IX.
RELATED PARTY TRANSACTIONS
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To the extent permitted by law, no contract or
transaction between the Corporation and one or more of its
Directors or Officers, or between the Corporation and any
other which one or more of its Directors or Officers are
present at or participate in the meeting of the Board or
committee thereof which authorizes the contract or
transaction, or solely because the Directors or Officers or
their voices are counted for such purpose.
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X.
INDEMNIFICATION
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The Board of Directors is expressly authorized to
indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal,
administrative or investigated, other than an action by or
in the right of the Corporation, by reason of the fact that
such person is or was a Director, officer, employee or agent
of the Corporation or was serving at the request of the
Corporation as a Director, officer employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise against expenses, including attorney's
fees, judgments, fines and amounts paid in settlement to the
extent and in the manner permitted by the laws of the State
of Delaware and the Bylaws of the Corporation.
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Signed at Tulsa, Oklahoma, this 3rd day of November,
1998.
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/s/ G. David Gordon
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G. David Gordon
G. DAVID GORDON & ASSOCIATES, P.C.
7633 East 63rd Place, Ste 210
Tulsa, Oklahoma 74133
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