ARTICLES OF INCORPORATION
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of
ROTUNDA OIL, AND MINING, INC.
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WE, the undersigned natural persons, bona fide residents of Utah, over
the age of twenty-one years, associating to establish a corporation for the
business purposes hereinafter stated, do hereby act as incorporators of a
corporation pursuant to the Utah Business Corporation Act, and we do adopt and
declare the following as Articles of Incorporation for the same:
ARTICLE I
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The name of this Corporation is ROTUNDA 0IL, AND MINING, INC.
ARTICLE II
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The initial registered agent and the registered office are:
Registered Agent: Gary C. Thompson
Registered Office: 327 South Main Street
Salt Lake City, Utah 84111
ARTICLE III
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The duration of this corporation is perpetual.
ARTICLE TV
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The powers of this corporation shall be those enumerated, granted and
specified in the Utah Business Corporation Act, or implied therefrom; and any
and all powers necessary or convenient to effect any or all of the purposes for
which the corporation is organized.
ARTICLE V
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The purposes for which this corporation is organized, are:
Sec. l. To generally engage in the oil and gas, uranium and coal, and
hard-rock mining business for profit; to engage in, conduct ventures, perform
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contracts and have dealings in all kinds of mineral operations, explorations,
geologic and engineering activities, drilling, recovery, refining and marketing,
and to have dealings in other various interests, investments, rights and
royalties related to mining.
Sec. 2. To deal and invest in the securities of other public and
private corporations for profit, including mining entities and any and all other
lawful business corporations.
Sec. 3. To buy, sell, hold and deal in non-mineral real property,
particularly undeveloped acreage, and to improve and develop the same.
Sec. 4. To engage In any and all other lawful business endeavor.
ARTICLE VI
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The aggregate number of shares which this corporation shall have the
authority to issue shall be Fifty Million Shares (50,000,000) of a par value of
1 mill ($0.001) per share, or $50,OOO
ARTICLE VII
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There shall be but one class of stock, namely common stock. Each share
shall be entitled to one vote in shareholder meetings and cumulative voting is
denied. All shares shall be non-assessable with equal rights and privileges.
Shareholder pre-emptive rights are not accorded shareholders.
ARTICLE VIII
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The board of Directors shall consist of no less than three nor more
than seven. The initial Board shall be three Directors, as follows:
Gary C. Thompson 6400 South 2300 East Salt Lake City, Utah 84121
Tom S. Thompson 2569 Canterbury Lane Salt Lake City, Utah 84121
Milton C. Jones Route 2 Box 192-5 Highland, Utah 84003
ARTICLE IX
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The names and addresses of the incorporators are:
Gary C. Thompson 6400 South 2300 East Salt Lake City, Utah 84121
Tom S. Thompson 2569 Canterbury Lane Salt Lake City, Utah 84121
Milton C. Jones Route 2 Box 192-5 Highland, Utah 84003
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ARTICLE X
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This corporation shall not commence business until consideration of at
least ONE THOUSAND DOLLARS ($1,000.00) has been paid into the corporation for
the issuance of shares. However, this requirement shall not preclude
transactions or the incurring of indebtedness which is incidental to its
organization or to the obtaining of subscriptions to or payment for its shares
by the founding group of individuals.
ARTICLE XI
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The following provisions shall govern shareholder meetings:
Sec. 1. An annual meeting of the! shareholders shall be held at time
and place within or without the State of Utah, and in further manner as may be
provided in By-Laws or other action of the Board of Directors. Failure to hold
an annual meeting shall not work a forfeiture or dissolution of the corporation.
Sec. 2. Thirty percent (30%) of the shares of common stock entitled to
vote shall be necessary to constitute a quorum of shareholders. Affirmative vote
of the majority of shares represented shall be the act of the shareholders, at
any annual or special meeting-unless a greater approval is required by law
concerning a specific subject matter of proposition.
Sec. 3. Special meetings of the shareholders may be called by the
Board, the Chairman of the Board, the President, or the holders of not less than
ten percent (10%) of the shares outstanding.
ARTICLE XII
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Other provisions regulating the internal affairs of this corporation
are:
Sec. 1. Board of Directors. The business and affairs of the
corporation shall be managed by its board of directors. A director need not be a
shareholder. Directors terms shall continue until proper stockholder meeting is
called and successors are elected and qualify. A majority of the Board is
necessary to constitute a quorum. Board meetings may be held within or without
the state. Unless other-wise later required by By-Laws, neither the purpose nor
the business to be transacted at any regular or special Board meeting, need be
specified in the notice of meeting or waiver thereunto appertaining.
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Sec. 2. Officers. Corporate officers shall include a President, a
Vice-President, a Secretary and a Treasurer. The positions of Secretary and
Treasurer may, by the Directors, be at any time combined in one person. Officers
shall be elected by the Board in meeting immediately following annual
shareholder meeting, for each year-to-year period (unless replaced or removed by
the Board, with officer tenure being at the ultimate discretion of the Board).
Duties of the officers are those usually and normally incumbent upon holders of
office of that title, subject to specific direction of the Board of Directors
and as provided by By-Laws. The President shall be the principal executive
officer to put into effect the decisions of the Board of Directors, and he shall
supervise and control the business and affairs of the corporation subject to the
Board decisions, and shall preside at meetings of the shareholders and
directors. The Vice-President shall perform the duties of the President when the
President is absent or unable to act. The Secretary shall keep minutes of
meetings and have general charge of the stock records of the corporation.
Sec. 3. Fiscal Year. Until changed by the Board of Directors, the
fiscal period shall end each year on the anniversary date (month and year) of
incorporation in Utah.
Sec. 4. By-Laws. The affairs of this corporation shall be governed by
these articles until By-Laws are adopted and thereafter shall be governed by
these articles and and By-Laws. The Board shall have the power to adopt By-Laws
and to amend same at any regular or special Board meeting.
Sec. 5. The Board of Directors may authorize any officer or agent to
enter into any contract or to execute any instrument for the corporation. Such
authority may be general or be confined to specific instances.
Sec. 6. Action Without Meeting. Any action required or permitted to be
taken by the Board of Directors or the shareholders at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all directors or shareholders, as the case may be.
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Sec. 7. Waiver of Notice. Whenever any notice is required to be given
to any shareholder or director of the corporation under provisions of these
Articles, By-Laws, or the Utah Business Corporation Act, a waiver thereof in
writing signed by the person or persons entitled to such notice. whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE X111
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No contract or other transaction between this corporation and any
other corporation or entity shall be affected or invalidated solely by the fact
that any director or officer of this corporation is interested in, or is a
director or officer of such other corporation or entity--provided that the
extent of the Interest and connection of such director or officer shall have
been fully or satisfactorily disclosed to this corporation Board of Directors,
and no Board member disapproves of such contract or transaction under the
circumstances disclosed.
IN WITNESS WHEREOF, we, the undersigned, being all of the
incorporators of ROTUNDA OIL AND MINING, INC.
stated are truly set forth and constitute our desire, and we do now accordingly
hereunto set our hands to same on this l8th day of November, 1980 Salt Lake
City, Utah.
/s/ Gary C. Thompson Residing at: 6400 South 2300 East
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Gary C. Thompson Salt Lake City, 84121
/s/ Tom S. Thompson Residing at: 2569 Canterbury Lane
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Tom S. Thompson Salt Lake City, Utah 8412
/s/ Gary C. Thompson, Jr. Residing at: 2240 East 3300 So.
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Gary C. Thompson, Jr. Salt Lake City, Utah 84109
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STATE OF UTAH as. )
: ss.
County of Salt Lake )
BE IT KNOWN AND REMEMBERED, That personally appeared before me, Rodney
B. Tunks, a Notary Public in and for the: County and the State aforesaid, Gary
C. Thompson, Tom S. Thompson and Gary C. Thompson, Jr.
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personally known to me to be the same and being the incorporators and all of
same who signed the foregoing Articles of Incorporation: and I having made known
to them and each of them the contents of said Articles, they did under oath
severally acknowledge their signature as their free act and deed and that the
facts are truly set forth therein.
Given under my hand and seal of office this 18th day of November,
1980, at Salt Lake City, Utah.
/s/ Rodney B. Tunks
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Notary Public
Residing at:
My Commission Expires:
March 25, 1983
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