EX-4.1
ARTICLES OF INCORPORATION
OF
RAMEX SYNFUELS INTERNATIONAL, INC.
FIRST. The name of the Corporation is Ramex Synfuels International, Inc.
SECOND. Its principal office in the State of Nevada is located et One East First
Street, Reno, Washoe County, Nevada 89501. The name and address of its resident
agent is The Corporation Trust Company of Nevada, One East First Street, Reno,
Washoe County, Nevada 89501.
THIRD. The nature of the business or objects or purposes proposed to be
transacted, promoted, or carried on are to engage in any lawful activity.
FOURTH. The corporation ifs authorized to issue! 125,000,000 capital shares, all
of which shall be common stock, having a par value of $.001 per share. Each
share shall have equal rights as to voting and in the event of dissolution or
liquidation.
No shareholder of the corporation shall have any preemptive or preferential
rights of subscription to shares of any class of the corporation, whether now or
hereafter authorized, or to any obligations convertible into shares of the
corporation, issued or sold, nor any right of subscription to any thereof other
than such right, if any, and at such price as the Board at Directors, in its
discretion from time to time may determine, pursuant to the authority hereby
conferred by the Articles of Incorporation, and the Board of Directors may issue
shares of the corporation or obligations convertible into shares without
offering such issue either in whole or in part to the shareholders of the
corporation, and no holder of preferred shares of the corporation shall have any
preemptive or preferential right to receive any of such shares or obligations
declared by way of dividend. Should the Board of Directors as to any portion of
the shares of the corporation, whether now or hereafter authorized, or to any
obligation convertible into shares of the corporation, offer the same to the
shareholders or any class thereof, such offer shall not in any way constitute a
waiver or release of the right to the Board of Directors subsequently to dispose
of other portions of such shares or obligations without so offering the same to
the shareholders. The acceptance of shares in the corporation shall be a waiver
of any such preemptive or preferential right which in the absence of this
provision might otherwise be asserted by shareholders of the corporation or any
of them.
FIFTH. The governing board of this corporation shall be known as directors, and
the number of directors may from time to time be increased or decreased in such
manner as shall be provided by the by-laws of this corporation, provided that
the number of directors shall not be reduced to less than three (3), except that
in cases where all of the shares of the corporation are owned beneficially and
of record by either one or two stockholders, the number of directors may be less
than three (3) but not less than the number of stockholders.
The names and post-office addresses of the first board of directors which
shall be four (4) in number, are as follows:
Name Post-Office Address
- ---- ----------------------------
Donald L. Walker 302 Pointer Trail West
Van Buren, Arkansas 72956
Gail Sue Walker 302 Pointer Trail Guest
Van Buren, Arkansas 72956
John Mayer 2736 Sierra Avenue
Norco, California 91760
Robert Ferguson 731 Lincoln Avenue
Erie, Pennsylvania 16505
SIXTH. The capital stock, after the amount of the subscription price or par
value has been paid in, shall not be subject to assessment to pay the debts of
the corporation.
SEVENTH. The name and post-office address of the incorporator signing the
articles of incorporation is as follows:
Name Post-office Address
- ---- -------------------------------
Donald L. Walker 302 Pointer Trail West
Van Buren, Arkansas 72956
EIGHTH. The corporation is to have perpetual existence.
NINTH. In furtherance, and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
Subject to the by-laws, if any, adopted by the stockholders, to make, alter
or amend the by-laws of the corporation.
To fix the amount to be reserved as working capital over and above its capital
stock paid in, to authorize and cause to be executed mortgages and liens upon
the real and personal property of this corporation.
By resolution passed by a majority of the whole board, to designate one (1)
or more committees, each committee to consist of one (1) or more of the
directors of the corporation, which, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or coumittees shall have such name
or names as may be stated in the by-laws of the corporation or as may be
determined from time to time by resolution adopted by the Board of Directors.
To enact by-laws, subject to any by-law enacted by the shareholders, providing
for the appointment of an executive committee of the Board of Directors. The
Board of Directors may define the duties of the executive committee, but if not
otherwise defined by the Board of Directors, it shall have and exercise such of
the powers of the Board of Directors, during the period of time between meetings
of the Board of Directors, as may be lawfully delegated.
The directors in their discretion may submit any contract or act for approval or
ratification at any annual meeting of the shareholders or at any meeting of the
shareholders called for the purpose of considering any such act or contract, and
any contract or act that shall be approved or be ratified by the vote of the
holders of a majority of the shares of the corporation represented in person or
by proxy at such meeting (provided that a lawful quorum of shareholders is
represented in person or by proxy) shall be as valid and as binding upon the
corporation and upon all the shareholders, as though it had been approved or
ratified by every shareholder of the corporation whether or not the contract or
act would otherwise be open to legal attach because of the directors' interest,
or for any other reason.
TENTH. The corporation, by resolution or resolutions of its Board of Directors,
shall have power to create and issue, whether or not in connection with the
issue and sale of any shares or any other securities of the corporation,
warrants, rights or options entitling the holders thereof to purchase from the
corporation any shares of any class or classes or any other securities of the
corporation, such warrants, rights, or options to be evidenced by or in such
instrument or instruments as shall be approved by the Board of Directors. The
terms upon which, the time or times, which may be limited or unlimited in
duration, at or within which, and the price or prices (not less than the minimum
amount prescribed by law, if any) at which any such warrants, rights or
options may be issued and any such shares or other securities may be purchased
from the corporation upon the exercise of any such warrant, right or option
shall be such as shall be fixed and stated in the resolution or resolutions of
the Board of Directors providing for the creation and issue of such warrants,
rights, or options.
The Board of Directors is hereby authorized to create and issue any such
warrants, rights or options from time to time for such consideration, and to
such persons, firms or corporations, as the Board of Directors may determine.
ELEVENTH. The corporation shall indemnify any and all persons who may serve or
who have served at any time as directors or officers, or who at the request of
the Board of Directors of the corporation may serve or at any time have served
as directors or officers of another corporation in which the corporation
at such time owned or may own shares of stock or of which it was or may be
a creditor, and their respective heirs, administrators, successors, and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees, and amounts paid in settlement (before or after suit is
commenced), actually and necessarily incurred by such persons in connection with
the defense or settlement of any claim, action, suit or proceeding in which
they, or any of them, are made parties, or a party, or which may be asserted
against them or any of them by reason of being or having been directors or
officers or a director or officer of the corporation, or of such other
corporation, except in relation to matters as to which any such director or
officer or former director or officer or person shall be adjudged in any
action, suit, or proceeding to be liable for his own negligence or misconduct in
the performance of his duty. Such indemnification shall be in addition to any
other rights to which those indemnified may be entitled under any law, by-law,
agreement, vote of stockholders or otherwise.
TWELFTH. Meetings of stockholders may be held outside the State of Nevada, if
the by-laws so provide. The books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of Nevada at such place
or places as may be designated from time to time by the Board of Directors or in
the by-laws of the corporation.
THIRTEENTH. This corporation reserves the right to amend, alter, change or
repeal any provision contained in the articles of incorporation, in the manner
now or hereafter prescribed by statute, or by the articles of incorporation, and
all rights conferred upon stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true and accordingly
have hereunto set my hand this 22nd day of November, 1988.
DONALD L. WALKER- STATE OF ARKANSAS
COUNTY OF CRAWFORD
On this 22nd day of November, 1988, before me, a Notary Public,
personally appeared DONALD L. WALKER, who acknowledged that he executed the
above instrument.
NOTARY PUBLIC IN AND FOR THE STATE OF ARKANSAS
PRINTED NAME OF NOTARY: Sally Jo Rogers
MY COMMISSION EXPIRES: 11-9-92
ARTICLES OF MERGER AND DOMESTIC AND FOREIGN CORPORATIONS
---------------------------------------------------------------
Pursuant to the provisions of Section 78.475 of the Nevada General
Corporation Act, the undersigned domestic and foreign corporations adopt the
following Articles of Merger for the purpose of merging them into one of such
corporations.
6. The names of the undersigned corporations and the states under the laws
of which they are respectively organized are:
Name of Corporation State
- ------------------------------------- -----
Ramex Synfuels International, Inc. Utah
Ramex Synfuels International, Inc. Nevada
1 The laws of the state under which such foreign corporation is
organized permit such merger.
2 The name of the surviving corporation is Ramex Synfuels
International, Inc., and it is to be governed by the laws of the State of
Nevada.
3 The Plan of Merger, which was approved by the board of directors of
the undersigned domestic corporation in the manner prescribed by the Nevada
General Corporation Act and approved by the undersigned foreign corporation in
the manner prescribed by the laws of the state under which it is organized, is
set forth in Exhibit "A" which is attached hereto and hereby incorporated by
reference.
4 The number of shares of Ramex Synfuels International, Inc. (Utah)
which were outstanding at the time of the approval of the Plan of Merger by its
Shareholders and their adoption of a resolution authorizing the Merger is
Seventy-five Million (75,000,000), all of which were of one class.
The number of the aforesaid outstanding shares which were voted for the
Plan of Merger and resolution authorizing the Merger is Forty-five Million Nine
Hundred Fifty-six Thousand Six Hundred Thirty-five (45,956,635), and the number
of said shares which were voted against the same is Seven Hundred Twenty Three
Thousand Nine Hundred Seventy-three (723, 973).
5 The number of shares of Ramex Synfuels International, Inc. (Nevada)
which were outstanding and entitled to vote at the time of the approval of the
Plan of Merger by its Shareholders is zero (-0-), all of which are of one class.
The number of the aforesaid outstanding shares which were voted for the
Plan is zero (-0-), and the number of said shares which were voted against the
same is zero (-0-).
6 Ramex Synfuels International, Inc., the surviving corporation hereby:
(a) agrees that it may be served with process in the State of Utah in any
proceeding for the enforcement of any obligation of the undersigned Utah
corporation in any proceeding for the enforcement of the rights of a dissenting
shareholder of such Utah corporation against the surviving corporations (b)
irrevocably appoints the Secretary of State of Utah as its agent to accept
service of process in any such proceedings, and (c) agrees that it will promptly
pay to the dissenting shareholders of such Utah corporation the amount, if any,
to which they shall be entitled under the provisions of the Utah Business
Corporation Act with respect to the rights of dissenting shareholders.
Dated: November 22, 1988
RAMEX, SYNFUELS INTERNATIONAL, INC., a Utah Corporation
By: /s/ Donald L. Walker
-------------------------
Donald L. Walker, President
By: /s/ Gail Sue Walker
------------------------
Gail Sue Walker, Corporate Secretary
RAMEX SYNFUELS INTERNATIONAL, INC., a Nevada Corporation,
By: /s/ Donald L. Walker
-------------------------
Donald L. Walker, President
By: /s/ Gail Sue Walker
------------------------
Gail Sue Walker, Corporate Secretary
STATE OF ARKANSAS
COUNTY OF CRAWFORD
The undersigned notary public does hereby certify that on this the 22nd day
of November, 1988, personally appeared before me Donald L. Walker, who, being by
me first duly sworn, declared that he is the President of Ramex Synfuels
International, Inc., a Utah Corporation, that he signed the foregoing document
as President of the Corporation, and that the statements therein contained are
true.
/s/ Sally Jo Rogers
- ------------------------
NOTARY PUBLIC IN AND FOR THE
STATE OF ARKANSAS
Printed Name of Notary: SALLY JO ROGERS
My Commission Expires: 11-9-92
STATE OF ARKANSAS
COUNTY OF CRAWFORD
The undersigned notary public does hereby certify that on this the 22nd day
of November, 1988, personally appeared before me Gail Sue Walker, who, being by
me first duly sworn, declared that she is the President of Ramex Synfuels
International, Inc., a Utah Corporation, that she signed the foregoing document
as President of the Corporation, and that the statements therein contained are
true.
/s/ Sally Jo Rogers
- ------------------------
NOTARY PUBLIC IN AND FOR THE
STATE OF ARKANSAS
Printed Name of Notary: SALLY JO ROGERS
My Commission Expires: 11-9-92
STATE OF ARKANSAS
COUNTY OF CRAWFORD
The undersigned notary public does hereby certify that on this the 22nd day
of November, 1988, personally appeared before me Donald L. Walker, who, being by
me first duly sworn, declared that he is the President of Ramex Synfuels
International, Inc., a Utah Corporation, that he signed the foregoing document
as President of the Corporation, and that the statements therein contained are
true.
/s/ Sally Jo Rogers
- ------------------------
NOTARY PUBLIC IN AND FOR THE
STATE OF ARKANSAS
Printed Name of Notary: SALLY JO ROGERS
My Commission Expires: 11-9-92
STATE OF ARKANSAS
COUNTY OF CRAWFORD
The undersigned notary public does hereby certify that on this the 22nd day
of November, 1988, personally appeared before me Gail Sue Walker, who, being by
--------
me first duly sworn, declared that she is the President of Ramex Synfuels
International, Inc., a Utah Corporation, that she signed the foregoing document
as President of the Corporation, and that the statements therein contained are
true.
/s/ Sally Jo Rogers
- ------------------------
NOTARY PUBLIC IN AND FOR THE
STATE OF ARKANSAS
Printed Name of Notary: SALLY JO ROGERS
My Commission Expires: 11-9-92