Secretary of State
Division of Corporations
Filed 09:00 AM 11/6/1996
960323447-2680091
CERTIFICATE OF INCORPORATION
OF
WINCHESTER MINING CORPORATION
FIRST: The name of this corporation is Winchester Mining Corporation.
SECOND: Its registered office in the State of Delaware is to be located at
1313 N. Market Street, Wilmington, DE 19802-1351, County of New Castle. The
registered agent in charge thereof is The Company Corporation, address "same as
above."
THIRD: The nature of the business and, the objects and purposes proposed to
be transacted, and carried on, are to do any or all the things herein mentioned
as fully and to the same extent as natural persons might or could do, and in any
party of the world: 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 Delaware.
FOURTH: The amount of the total authorized capital stock of this
corporation is divided into:
100,000,000 shares of stock at $.0001 par value.
FIFTH: The name and mailing address of the incorporator is as follows:
Regina Cephas, 1313 N. Market St., Wilmington, DE 19801-1151
SIXTH: The Directors shall have power to make and to alter or amend the
By-Laws, to fix the amount to be reserved as working capital, and to authorize
and cause to be executed, mortgages and liens without limit as to the amount,
upon the property and franchise of the Corporation. With the consent in writing,
and pursuant to a vote of the holders of a majority of the capital stock issued
and outstanding, the Directors shall have the authority to dispose, in any
manner, of the whole property of this corporation.
The By-Laws shall determine whether and to what extent the accounts and
books of this corporation, or any of them shall be open to the inspection of the
stockholder; and no stockholder shall have any right of inspecting any account,
or book or document of this Corporation, except as conferred by the law of the
By-Laws, or by resolution of the stockholders.
The stockholders and directors shall have power to hold their meetings and
keep the books, documents and papers of the Corporation outside of the State of
Delaware, at such places as may be from time to time designated by the By-Laws
or by resolution of the stockholders or directors, except as otherwise required
by the laws of Delaware.
SEVENTH: Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock purchase or
redemption by the corporation; or (4) a transaction from which the director
derived as improper personal benefit.
I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws
of the State of Delaware, do make, file and record this Certificate and do
certify that the facts herein are true; and I have accordingly hereunto set my
hand.
Dated: November 6, 1996
/s/Regina Cephas
Regina Cephas
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RENEWAL OF
"WINCHESTER MINING CORPORATION" FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF
FEBRUARY, A.D. 2000, AT 11:49 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
SEAL
/s/Edward J. Freel, Secretary of State
Authentication: 0318925
Date: 03-16-00
STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER
Winchester Mining Corporation, a corporation organized under the laws of
Delaware, the charter of which was voided for non-payment of taxes, now desires
to procure a restoration, renewal and revival of its charter, and hereby
certifies as follows:
1. The name of the corporation is Winchester Mining Corporation.
2. Its registered office in the State of Delaware is located at 1013 Centre
Road, City of Wilmington, Zip Code 19805, County of Newcastle. The name and
address of its registered agent is The Company Corporation, 1013 Centre Road,
Wilmington, Delaware 19805.
3. The date of filing of the original Certificate of Incorporation in
Delaware was November 6, 1996.
4. The date when restoration, renewal, and revival of the charter of this
company is to commence is the 28th day of February, same being prior to the date
of the expiration of the charter. This renewal and revival of the charter of
this corporation is to be perpetual.
5. This corporation was duly organized and carried on the business
authorized by its charter until the 1st day of March, A.D., 1999, at which time
its charter became inoperative and void for non-payment of taxes and this
certificate for renewal and revival is filed by authority of the duly elected
certificate for renewal and revival is filed by authority of the duly elected
directors of the corporation in accordance with the laws of the State of
Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312
of the General Corporation Law of the State of Delaware, as amended, providing
for the renewal, extension and restoration of charters, Gary Burnie, the last
and acting authorized officer hereunto set his hand to this certificate this
10th day of February, A.D. 2000.
By:/s/Wayne Miller
Authorized Officer
Name: Wayne Miller
Print or Type
Title: President