Exhibit 3.1
Filing fee: $115.00
By: Thomas G. Kimble &
Associates
Suite #440
311 South State Street
Salt Lake City, Utah 84111
FILED
In the Office of the
Secretary of State of the
STATE OF NEVADA
ARTICLES OF INCORPORATION
OF
FLLER-BANKS ENERGY, INC.
WE, THE UNDERSIGNED natural persons of the age of twenty-one (21) years or
more, acting as incorporators of a corporation under the Nevada Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation.
ARTICLE I - NAME
----------------
The name of the Corporation is Fuller-Banks Energy, Inc.
ARTICLE II - DURATION
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The duration of the corporation is perpetual.
ARTICLE III - PURPOSE
---------------------
The purpose or purposes for which this corporation is engaged are:
a. To engage in all aspects of the oil and gas business, including,
without limitation: buying, selling, and otherwise dealing in oil and
gas leases, royalties, mineral interests, and other rights and
interest in oil and gas properties, whether alone or in conjunction
with others; participating in the exploration and development of oil
and gas properties; including reworking existing wells and drilling or
completing wells; and purchasing, selling, or otherwise dealing in the
production from oil and gas properties. Also, to acquire, develop,
explore and otherwise deal in and with all kinds, all related
activities, and for any and all other lawful purposes,
and powers and shall not be held to limit or restrict in any manner
the general powers of the corporation, and the enjoyment and exercise
thereof, as conferred by the laws of the State of Nevada; and it is
the intention that the purposes and powers specified in each of the
paragraphs of the Articles III shall be regarded as independent
purposes and powers.
ARTICLE IV - STOCK
------------------
The aggregate number of shares which this corporation shall have authority
to issue is 100,000,000 shares of Common Stock having a par value of $.001 per
share. All stock of the corporation shall be of the same class, common, and
shall have the same rights and preferences. Fully-paid stock of the corporation
shall not be liable to any further call or assessment.
ARTICLE V - AMENDMENT
---------------------
These Articles of Incorporation may be amended by the affirmative vote of
"a majority" of the shares entitled to vote on each such amendment.
ARTICLE VI - SHAREHOLDERS RIGHTS
--------------------------------
The authorized and treasury stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board of
Directors shall determine. Shareholders shall not have pre-emptive rights to
acquire unissued shares of the stock of this corporation.
ARTICLE VII - CAPITALIZATION
----------------------------
This corporation will not commence business until consideration of a value
of at least $1,000 has been received for the issuance of said shares.
ARTICLE VIII - INITIAL OFFICE AND AGENT
---------------------------------------
Daryl Engebregson
1055 E. Tropicana Ave., Suite 125
Las Vegas, Nevada 89109
ARTICLE IX - DIRECTORS
----------------------
The directors are hereby given the authority to do any act on behalf of the
corporation by law and in each instance where the Business Corporation Act
provides that the directors may act in certain instances where the Articles of
Incorporation authorize such action by the directors, the directors are hereby
given authority to act in such instances without specifically numerating such
potential action or instance herein.
The directors are specifically given the authority to mortgage or pledge
any or all assets of the business without stockholders' approval.
The number of directors constituting the initial Board of Directors of this
corporation is six. The names and addresses of persons who are to serve as
Directors until the first annual meeting of stockholders or until their
successors are elected and qualify, are:
Name Address
---- -------
James B. Fuller 1645 Court Place, Suite 204
Denver, Colorado 80202
James E. Fuller 1645 Court Place, Suite 204
Denver, Colorado 80202
Loy C. Baake P.O. Box 487
Gillette, Wyoming 82716
Joe D. banks P.O. Box 487
Gillette, Wyoming 82716
Darrell G. Beale 5097 South Holly
Englewood, Colorado 80111
Terry M. Kramer 5900 W. High Street
Worthington, Ohio 43005
ARTICLE X - INCORPORATORS
-------------------------
The name and address of each incorporator is:
Name Address
Leon W. Crockett 345 South State, #200
Salt Lake City, UT 84111
Jody Bjorndal 345 South State, #200
Salt Lake City, UT 84111
Neil B. Smith 345 South State, #200
Salt Lake City, UT 84111
ARTICLE XI
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COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
----------------------------------------------------
No contract or other transaction between this corporation and any one or
more of its directors or any other corporation, form, association, or entity in
which one or more of its directors or officers are financially interested, shall
be with void or voidable because of such relationship or interest, or because
such director or directors are present at the meeting or the Board of Directors,
or a committee thereof, which authorizes, approves, or ratifies such contract or
transaction, or because his or their votes are counted for such purpose if: (a)
the fact of such relationship or interest in disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies the
Contact or transaction by vote or consent sufficient for the purpose without
counting the votes or consents of such interested director; or (b) the fact of
such relationship or interest is disclosed or known to the stockholders entitled
to vote and they authorize, approve, or ratify such contract or transaction by
vote or written consent, or (c) the contract or transaction is fair and
reasonable to the corporation.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or committee thereof which
authorizes, approves, or ratifies such contract or transaction.
Under penalties of perjury, we declare that these Articles of Incorporation
have been examined by us and are, to the best of our knowledge and belief, true,
correct and complete.
DATED this 19th day of June, 1981.
/s/ Leon W. Crockett
--------------------
Leon W. Crockett
/s/ Jody Bjorndal
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Jody Bjorndal
/s/ Neil B. Smith
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Neil B. Smith
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
On the 19th of June, 1981, personally appeared before me, Leon W. Crockett,
Jody Bjorndal, and Neil B. Smith, who duly acknowledged to me that they signed
the foregoing Articles of Incorporation.
My Commission Expires: /s/ Jane Jensen
4-26-12 Notary Public ----------------
Residing at: Salt Lake City, UT