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Exhibit 3.1
Articles of Incorporation
of
Hydro Environmental Resources, Inc.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, for the purpose of association to
establish a corporation for the transaction of business and the
promotion and conduct of the objects and purposes hereinafter
stated, under the provisions of and subject to the requirements
of the laws of the State of Nevada, do make, record and file
these Articles of Incorporation in writing.
AND WE DO HEREBY CERTIFY:
ARTICLE ONE: The name of this Corporation is:
Hydro Environmental Resources, Inc.
Article Two: The principal office in the State of Nevada is to
be located at:
5725 S. Valley View Blvd., Suite 3
Las Vegas, NV 89118
The Resident agent for this Corporation shall be:
Chapman & Flanagan, Ltd.,
777 N. Rainbow Blvd., Suite 390
Las Vegas, NV 89107
This Corporation may also maintain an office or offices at
such other places within or outside the State of Nevada, as it
may from time to time determine. Corporate business of every
kind and nature may be conducted, and meetings of directors
and stockholders held outside the State of Nevada, the same as
in the State of Nevada.
Article Three: This Corporation may engage in any lawful
activity.
Article Four: This Corporation is authorized to issue two
classes of capital stock, referred to as Common Stock and
Preferred Stock, each with par value of $0.001 per share. This
Corporation shall be authorized to issue a maximum of 50,000,000
(fifty million) shares of Common Stock, and a maximum of
5,000,000 (five million) shares of Preferred Stock.
The holders of stock designated "Common Stock" are entitled to
one (1) vote for each share held. The Board of Directors may
issue the Common Stock from time-to-time.
The Board of Directors is hereby authorized to provide for the
issuance of Preferred Stock in one or more series, and may
determine and state the designations, preferences,
limitations, terms, and rights associated with each series of
Preferred Stock, without additional shareholder approval.
Article Five: No Director or Officer of this Corporation shall
be liable to this Corporation or its stockholders for any breach
of fiduciary duty as Officer or Director of this Corporation.
This provision shall not affect liability for acts or omissions
that involve intentional misconduct, fraud, a knowing violation
or law, or the payment of dividends in violation of NRS 78.300.
All expenses incurred by Officers or Directors in defending a
civil or criminal action, suit, or proceeding, must be paid by
this Corporation as they are incurred in advance of a final
disposition of the action, suit or proceeding, upon receipt of
an undertaking by or on behalf of a Director or Officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction, that he or she did not act in good
faith, and in the manner he or she reasonably believed to be
or not opposed to the best interests of this Corporation.
The members of the governing Board shall be styled Directors,
and the number of Directors shall not be less than one (1)
pursuant to the terms of NRS 78.115. The names and addresses
of the first Board of Directors, which shall consist of five
(5) members are:
Jack H. Wynn 5725 S. Valley View Blvd., Suite 3
Las Vegas, NV 89118
Julio P. Focaracci 5725 S. Valley View Blvd., Suite 3
Las Vegas, NV 89118
Drew Sakson 5725 S. Valley View Blvd., Suite 3
Las Vegas, NV 89118
Lane J. Austin 5725 S. Valley View Blvd., Suite 3
Las Vegas, NV 89118
David A. Youngblood 5725 S. Valley View Blvd., Suite 3
Las Vegas, NV 89118
The number of Directors of this Corporation may from time to
time be increased or decreased as set forth hereinabove by an
amendment to the By-Laws in that regard, and without the
necessity of amending these Articles of Incorporation.
The name and address of the incorporator is:
Daniel G. Chapman 777 N. Rainbow Blvd., Suite 390
Las Vegas, NV 89107
Article Six: The capital stock of this Corporation, after the
amount of the subscription price has been paid in cash or in
kind, shall be and remain non-assessable and shall not be subject
to assessment to pay debts of this Corporation.
Article Seven: This Corporation shall have perpetual
existence.
Article Eight: No holder of any shares of this Corporation
shall have any preemptive right to purchase, subscribe for, or
otherwise acquire any shares of this Corporation of any class now
or hereafter authorized, or any securities exchangeable for or
convertible into such shares, or warrants or other instruments
evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares.
Article Nine: This Corporation shall not be governed by the
provisions of NRS 78.411 to 78.444, inclusive.
Executed this 10th day of August, 2001.
/s/ Daniel G. Chapman
Daniel G. Chapman, Incorporator
CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT AS RESIDENT AGENT
In the matter of Hydro Environmental Resources, Inc., I
hereby certify that on the 10th day of August, 2001, I accepted
the appointment as Resident Agent of the above-entitled
corporation in accordance with NRS 78.090.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day
of August, 2001.
/s/Daniel G. Chapman
Chapman & Flanagan, Ltd.
by Daniel G. Chapman, its Secretary