Filing Fee: ___________
Receipt #:___________
FILED #C31794091
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DEC 03 2001
IN THE OFFICE
DEAN HELLER
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
STATE OF NEVADA
Secretary of State
Article 1. Name
The name of the Corporation is: LaSalle Resources, Inc.
Article 2. Registered Agent
The name of the Resident Agent of the Corporation is Cane & Company, LLC. The
address of the Resident Agent of the Corporation is Suite 500, 2300 West Sahara,
Las Vegas, Nevada 89102.
Article 3. Capital Stock
The aggregate number of shares that the Corporation will have authority to issue
is One Hundred and Ten Million (110,000,000), of which One Hundred Million
(100,000,000) shares will be common stock, with a par value of $0.001 per share,
and Ten Million (10,000,000) shares will be preferred stock, with a par value of
$0.001 per share.
The Preferred Stock may be divided into and issued in series. The Board of
Directors of the Corporation is authorized to divide the authorized shares of
Preferred Stock into one or more series, each of which shall be so designated as
to distinguish the shares thereof from the shares of all other series and
classes. The Board of Directors of the Corporation is authorized, within any
limitations prescribed by law and this Article, to fix and determine the
designations, rights, qualifications, preferences, limitations and terms of the
shares of any series of Preferred Stock including but not limited to the
following.
(a) The rate of dividend, the time of payment of dividends, whether
dividends are cumulative, and the date from which any dividends shall accrue;
(b) Whether shares may be redeemed, and, if so, the redemption price and the
terms and conditions of redemption;
(c) The amount payable upon shares in the event of voluntary or involuntary
liquidation;
(d) Sinking fund or other provisions, if any, for the redemption or purchase
of shares;
(e) The terms and conditions on which shares may be converted, if the shares
of any series are issued with the privilege of conversion;
(f) Voting powers, if any, provided that if any of the Preferred Stock or
series thereof shall have voting rights, such Preferred Stock or series shall
vote only on a share for share basis with the Common Stock on any matter,
including but not limited to the election of directors, for which such Preferred
Stock or series has such rights; and
(g) Subject to the foregoing, such other terms, qualifications, privileges,
limitations, options, restrictions, and special or relative rights and
preferences, if any, of shares or such series as the Board of Directors of the
Corporation may, at the time so acting, lawfully fix and determine under the
laws of the State of Nevada.
The Corporation shall not declare, pay or set apart for payment any dividend or
other distribution (unless payable solely in shares of Common Stock or other
class of stock junior to the Preferred Stock as to dividends or upon
liquidation) in respect of Common Stock, or other class of stock junior to the
Preferred Stock, nor shall it redeem, purchase or otherwise acquire for
consideration shares of any of the foregoing, unless dividends, if any, payable
to holders of Preferred Stock for the current period (and in the case of
cumulative dividends, if any, payable to holders of Preferred Stock for the
current period and in the case of cumulative dividends, if any, for all past
periods) have been paid, are being paid or have been set aside for payment, in
accordance with the terms of the Preferred Stock, as fixed by the Board of
Directors.
In the even of the liquidation of the Corporation, holders of Preferred Stock
shall be entitled to receive, before any payment or distribution on the Common
Stock or any other class of stock junior to the Preferred Stock upon
liquidation, a distribution per share in the amount of the liquidation
preference, if any, fixed or determined in accordance with the terms of such
Preferred Stock plus, if so provided in such terms, an amount per share equal to
accumulated and unpaid dividends in respect of such Preferred Stock (whether or
not earned or declared) to the date of such distribution. Neither the sale,
lease or exchange of all or substantially all of the property and assets of the
Corporation, nor any consolidation or merger of the Corporation, shall be deemed
to be a liquidation for the purposes of this Article.
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Article 4. Board of Directors
(a) Number of Directors. The number of the directors constituting the
entire Board will be not less than one (1) nor more than fifteen (15) as fixed
from time to time by vote of the majority of the entire Board, provided,
however, that the number of directors will not be reduced so as to shorten the
term of any director at the time in office.
(b) Vacancies. Any vacancies in the Board of Directors for any reason,
and any directorships resulting from any increase in the number of directors,
may be filled by the Board of Directors, acting by a majority of the directors
then in office, although less than a quorum, and any directors so chosen will
hold office during the remainder of the term of office of the resigning
director.
(c) First Board of Directors. The first Board of Directors will consist
of ONE (1) member(s) and their names and addresses are as follows:
Name of Director: GRAYSON HAND
Address of Director: SUITE 414, 1859 SPYGLASS PLACE
VANCOUVER, BC V5Z 4K6
Article 5. Purpose
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under NRS 78.
Article 6. Acquisition of Controlling Interest
The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive.
Article 7. Combinations with Interest Stockholders
The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.
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Article 8. Liability
To the fullest extent permitted by NRS 78, a director or officer of the
Corporation will not be personally liable to the Corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, provided that
this article will not eliminate or limit the liability of a director or officer
for:
(a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) the payment of distributions in violation of NRS 78.300, as amended.
Any amendment or repeal of this Article 7 will not adversely affect any right or
protection of a director of the Corporation existing immediately prior to such
amendment or repeal.
Article 9. Indemnification
(a) Right to Indemnification. The Corporation will indemnify to the
fullest extent permitted by law any person (the "Indemnitee") made or threatened
to be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (whether or not by or
in the right of the Corpora-tion) by reason of the fact that he or she is or was
a director of the Corporation or is or was serving as a director, officer,
employee or agent of another entity at the request of the Corporation or any
predecessor of the Corporation against judgments, fines, penalties, excise
taxes, amounts paid in settlement and costs, charges and expenses (including
attorneys' fees and disbursements) that he or she incurs in connection with such
action or proceeding.
(b) Inurement. The right to indemnifi-cation will inure whether or not
the claim asserted is based on matters that predate the adoption of this Article
8, will continue as to an Indemnitee who has ceased to hold the position by
virtue of which he or she was entitled to indemnification, and will inure to the
benefit of his or her heirs and personal representatives.
(c) Non-exclusivity of Rights. The right to indemnification and to the
advancement of expenses conferred by this Article 9 are not exclusive of any
other rights that an Indemnitee may have or acquire under any statute, bylaw,
agreement, vote of stockholders or disinterested directors, this Certificate of
Incorporation or otherwise.
(d) Other Sources. The Corporation's obligation, if any, to indemnify
or to advance expenses to any Indemnitee who was or is serving at its request as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or other entity will be reduced by any amount
such Indemnitee may collect as indemnification or advancement of expenses from
such other entity.
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(e) Advancement of Expenses. The Corporation will, from time to time,
reimburse or advance to any Indemnitee the funds necessary for payment of
expenses, including attorneys' fees and disbursements, incurred in connection
with defending any proceeding for which he or she is indemnified by the
Corporation, in advance of the final disposition of such proceeding; provided
that the Corporation has received the undertaking of such director or officer to
repay any such amount so advanced if it is ultimately determined by a final and
unappealable judicial decision that the director or officer is not entitled to
be indemnified for such expenses.
SIGNATURES OF INCORPORATORS
The names and address of each of the incorporator(s) signing the Articles of
Incorporation:
/s/ Michael A. Cane
Signature of Incorporator: _____________________________
Name of Incorporator: MICHAEL A. CANE
Address of Incorporator: 2300 West Sahara Avenue, Suite 500, Box 18
Las Vegas, NV 89102
This instrument was acknowledged before me on the 3rd day of December, 2001 by
MICHAEL A. CANE as incorporator of LaSalle Resources, Inc.
/s/ Cynthia J. Reed
Signature of Notary Public: _____________________________
CYNTHIA REED
Name of Notary Public: _____________________________
CERTIFICATE OF ACCEPTANCE BY APPOINTMENT OF RESIDENT AGENT
Cane & Company, LLC, hereby accepts appointment as Resident Agent for the above
name corporation.
Signature of Authorized /s/ Michael Cane
Signatory for Resident Agent: _____________________________
MICHAEL A. CANE
Name of Authorized Signatory: _____________________________
December 3, 2001
Date: _____________________________