EXHIBIT 3.3
ARTICLES OF INCORPORATION
OF
SUN RIVER ENERGY, INC.
I, the undersigned natural person, being more than twenty-one (21)
years of age, acting as incorporator of a corporation under the Colorado
Corporation Act adopt the following Articles of Incorporation for such
corporation.
ARTICLE I
The name of the corporation is: SUN RIVER ENERGY, INC., and its principal
place of business shall be: 7609 Ralston Road, Arvada, CO 80002.
ARTICLE II
The period of duration of the corporation shall be perpetual.
ARTICLE III
The purposes for which the corporation is organized are: to engage in
any purpose or type of business lawful in the State of Colorado and the United
States of America, as the Board of Directors may deem convenient and proper.
ARTICLE IV
The corporation shall have and may exercise all the rights, powers
and privileges now or hereafter conferred upon corporations organized under and
pursuant to the laws of the State of Colorado, including entering into
partnerships, limited partnerships (whether the corporation be a limited or
general partner), joint ventures, and other arrangements for carrying on one or
more of the purposes set forth in Article III of these Articles of
Incorporation.
ARTICLE V
A. AUTHORIZED SHARES. The aggregate number of shares which the
Corporation shall have authority to issue is 100,000,000 shares of Common Stock
at $.000l par value each.
B. TRANSFER RESTRICTIONS. The Corporation shall have the right by
appropriate action to impose restrictions on the transfer of any shares of its
common stock, or any interest therein, from time to time issued, provided that
such restrictions as may from time to time be so imposed or notice of the
substance thereof shall be set forth upon the face or back of the certificates
representing such shares of common stock.
C. PRE-EMPTIVE RIGHTS. A holder of any of the shares of the Common
Stock of the Corporation shall not be entitled as of right to purchase or
subscribe for any unissued or treasurer
shares of any class, or any additional shares of any class to be issued by
reason of any increase of the authorized shares of the Corporation of any class,
or any bonds, certificates of indebtedness, debentures, or other securities,
rights, warrants, or options convertible into shares-of the Corporation or
carrying any right to purchase shares of any class.
D. CUMULATIVE VOTING. Cumulative voting shall not be allowed in the
election of directors in the manner provided by the Colorado Code.
E. QUORUM. One-third (1/3rd) of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.
ARTICLE VI
A. BOARD OF DIRECTORS. The number of directors of this corporation
shall be fixed in accordance with the bylaws. As long as the number of directors
shall be less than three:
1. No shares of this corporation may be issued and held of record by more
shareholders than there are directors;
2. Any shares issued in violation of this paragraph shall be null and
void;
3. This provision shall also constitute a restriction on the transfer of
shares and the legend shall be conspicuously placed on each
certificate respecting shares preventing transfer of the shares to
more shareholders than there are directors.
B. INITIAL BOARD OF DIRECTORS. The initial Board of Directors of the
Corporation shall consist of at least three members and up to a maximum of five
members, who need not be shareholders of the Corporation or residents of the
State of Colorado.
The names and addresses of the person who is to serve as director of
the Corporation until the first annual meeting of shareholders, and until his
successors shall be elected and shall qualify is as follows:
Thomas Anderson c/o 7609 Ralston Road
Arvada, CO. 80002
Steven Weathers c/o 7609 Ralston Road
Arvada, CO 80002
David Surginer c/o 7609 Ralston Road
Arvada, CO 80002
ARTICLE VII
No contract or other transaction between the Corporation or any other
person, firm, partnership, corporation, trust, joint venture, syndicate or other
entity shall be in any way affected or invalidated solely by reason of the fact
that any director or officer of the Corporation is pecuniarily or otherwise
interested in, or is a director or officer of any entity which may be a party to
or may be interested in a contract or other transaction of the Corporation.
ARTICLE VIII
The address of the initial registered office of the corporation is 7609
Ralston Road, Arvada, CO 80002 and the name of the initial registered agent
shall be Michael A. Littman,
I hereby consent to act as registered agent for the corporation.
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Michael A. Littman
ARTICLE IX
The corporation reserves the right to amend, alter, change or repeal
any provisions contained in, or add any provisions to its Articles of
Incorporation from time to time in any manner now or hereafter prescribed or
permitted by the Colorado Code.
ARTICLE X
The name and address of the Incorporator of the Corporation is as
follows:
Name Address
Michael A. Littman 7609 Ralston Road
Arvada, CO 80002
IN WITNESS WHEREOF, the undersigned, being the Incorporator in Article
X of the annexed and foregoing Articles of Incorporation, has executed said
Articles of Incorporation as of this ______ day of _____________________________
, 2002.
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Michael A. Littman
The (a) name or names, and (b) mailing address or addresses, of any
one or more of the individuals who cause this document to be delivered for
filing and to whom the Secretary of State may deliver notice if filing of this
document is refused are: M.A. Littman, 7609 Ralston Road, Arvada, CO 80002