EXHIBIT 3.3
ARTICLES OF INCORPORATION
OF
RICH COAST INC.
The undersigned incorporator, being a natural person of the age of 18
years or more, and desiring to form a corporation under the laws of the State of
Nevada, does hereby sign, verify and deliver to the Secretary of State of the
State of Nevada these Articles of Incorporation.
ARTICLE I
NAME
The name of the corporation shall be:
Rich Coast Inc.
ARTICLE II
CAPITAL
The aggregate number of shares of capital stock which the corporation
shall have authority to issue is 100,000,000. The par value of each of such
shares is $.001. All such shares are of one class and are shares of Common
Stock.
Any stock of the corporation may be issued for money, property,
services rendered, labor done, cash advances for the corporation, or for any
other assets of value in accordance with the action of the Board of Directors,
whose judgment as to value received in return therefor shall be conclusive and
said stock when issued shall be fully paid and nonassessable.
ARTICLE III
PREEMPTIVE RIGHTS
A shareholder of the corporation shall not be entitled to a preemptive
right to purchase, subscribe for, or otherwise acquire any unissued or treasury
shares of stock of the corporation, or any options or warrants to purchase,
subscribe for or otherwise acquire any such unissued or treasury shares, or any
shares, bonds, notes, debentures, or other securities convertible into or
carrying options or warrants to purchase, subscribe for or otherwise acquire any
such unissued or treasury shares.
ARTICLE IV
CUMULATIVE VOTING
A shareholder of the corporation shall not be entitled to cumulative
voting.
ARTICLE V
OFFICES AND AGENT
The initial registered office of the corporation shall be at 502 E.
John Street, Carson City, NV 89706 and the name of the initial registered agent
at such address is CSC Services of Nevada, Inc. Either the registered office or
the registered agent may be changed in the manner provided by law.
ARTICLE VI
INITIAL BOARD OF DIRECTORS
The management of the business and the conduct of the affairs of the
corporation shall be vested in its board of directors. The initial Board of
Directors of the corporation shall consist of five directors, and the names and
addresses of the persons who shall serve as directors until the first annual
meeting of shareholders or until their successors are elected and shall qualify
are:
Robert W. Truxell 10200 Ford Road
Dearborn, MI 48126
James P. Fagan 10200 Ford Road
Dearborn, MI 48126
Thornton J. Donaldson 10200 Ford Road
Dearborn, MI 48126
Geoffrey Hornby 10200 Ford Road
Dearborn, MI 48126
George P. Nassos 10200 Ford Road
Dearborn, MI 48126
The number of directors shall be fixed in accordance with the bylaws.
ARTICLE VII
INDEMNIFICATION
The corporation shall indemnify, to the fullest extent permitted by
applicable law, any person, and the estate and personal representative of any
such person, against all liability and expense (including attorneys' fees)
incurred by reason of the fact that he is or was a director, officer, employee
or agent of the corporation or, while serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or enterprise. The corporation also shall indemnify any
person who is serving or has served the corporation as director, officer,
employee, fiduciary, or agent, and that person's estate and personal
representative, to the extent and in the manner provided in any bylaw,
resolution of the shareholders or directors, contract, or otherwise, so long as
such provision is legally permissible.
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ARTICLE VIII
LIMITATION OF DIRECTOR LIABILITY
A director of the corporation shall not be personally liable to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except for liability for: (i) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of the law; or (ii)
the payment of distributions in violation of Nevada Revised Statutes 78.300. If
the Nevada Revised Statutes are amended after this Article is adopted to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Nevada
Revised Statutes, as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE IX
MEETINGS OF SHAREHOLDERS
Meetings of shareholders shall be held at such time and place as
provided in the bylaws of the corporation. At all meetings of the shareholders,
one-third of all shares entitled to vote at the meeting, represented in person
or by proxy, shall constitute a quorum.
ARTICLE X
INCORPORATOR
The name and address of the incorporator is as follows:
Theresa M. Mehringer, Esq.
4643 South Ulster Street, Suite 900
Denver, CO 80237
Signed this 30th day of June, 1998.
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Theresa M. Mehringer, Incorporator
This instrument was acknowledged before me on June 30, 1998, by Theresa
M. Mehringer as incorporator of Rich Coast Inc.
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Notary Public
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[affix notary stamp or seal]
The undersigned consents to the appointment as the initial registered
agent of Rich Coast Inc.
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CSC Services of Nevada, Inc.,
Registered Agent
This instrument was acknowledged before me on _________, 1998, by CSC
Services of Nevada, Inc. as Registered Agent of Rich Coast Inc.
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Notary Public
[affix notary stamp or seal]
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