EXHIBIT 3.1
SECRETARY OF STATE
[STATE SEAL]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that QUARTZ VENTURES, INC., did on July 22, 2005, file in this
office the original Articles of Incorporation; that said Articles of
Incorporation are now on file and of record in the office of the Secretary of
State of the State of Nevada, and further, that said Articles contain all the
provisions required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office on July 25, 2005.
DEAN HELLER
Secretary of State
By /s/Unknown
Certification Clerk
[GREAT SEAL OF STATE]
STATE OF NEVADA
[STATE SEAL]
OFFICE OF THE
SECRETARY OF STATE
DEAN HELLER
SECRETARY OF STATE
RENEE L. PARKER
CHIEF DEPUTY
SECRETARY OF STATE
PAMELA RUCKEL
DEPUTY SECRETARY
FOR SOUTHERN NEVADA
CHARLES E. MCCRE
SECURITIES ADMINISTRATOR
SCOTT W ANDERSON
DEPUTY SECRETARY
FOR COMMERCIAL RECORDINGS
ELLICK HSU
DEPUTY SECRETARY
FOR ELECTIONS
Certified Copy
July25, 2005
Job Number: C20050725-0042
Reference Number: 00000300443-14
Expedite:
Through Date:
The undersigned filing officer hereby certifies that the attached copies are
true and exact copies of all requested statements and related subsequent
documentation filed with the Secretary of State's Office, Commercial Recordings
Division listed on the attached report.
Document Number(s) Description Number of Pages
20050285454-25 Articles of Incorporation 3 Pages/1 Copies
Respectfully,
/s/ DEAN HELLER
DEAN HELLER
Secretary of State
By /s/ Unknown
Certification Clerk
[GREAT SEAL OF STATE]
Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138
[STATE SEAL]
DEAN HELLER
SECRETARY OF STATE
208 NORTH CARSON STREET
CARSON CITY, NEVADA 89701-4069
(775) 684-5708
WEBSITE: SECRETARYOFSTATE.BIZ
Entity: E0477222005-0
Document Number: 20050285454-25
Date Filed: 07/22/05 3:20:02 PM
In the office of /s/ DEAN HELLER
Dean Heller
Secretary of State
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
Important: Read attached instructions ABOVE SPACE IS FOR OFFICE USE ONLY
before completing form.
1. Name of Quartz Ventures, Inc.
Corporation:
2. Resident Agent Empire Stock Transfer Inc.
Name and Street 7251 West Lake Mead Boulevard Suite 300, Las Vegas, NV
Address: 89128
3. Shares: Number of shares with par value:
75,000,000 Par value $.001
4. Name & Address Glenn Ennis
of Board of 2215 Alder Street Vancouver BC V6H 285
Director/Trustee:
5. Purpose: The purpose of the Corporation shall be:
Mineral exploration
6. Name, Adress Leah Finke /s/ LEAH FINKE
and signature of 7251 West Lake Mead Boulevard Suite 300, Las Vegas, NV
incoporator: 89128
7. Certificate of I hereby accept appointment as Resident Agent for the
Acceptance of above named corporation.
Appointment of /s/ LEAH FINKE 7/22/2005
Resident Agent: Authorized Signature of R.A Date
on behalf of R.A. Company
ARTICLES OF INCORPORATION
OF
QUARTZ VENTURES, INC.
FIRST. THE NAME OF THE CORPORATION IS QUARTZ VENTURES, INC.
SECOND. THE REGISTERED OFFICE OF THE CORPORATION IN THE STATE OF NEVADA IS
LOCATED AT 7251 WEST LAKE MEAD BLVD SUITE 300, LAS VEGAS, NV 89128. THE
CORPORATION MAY MAINTAIN AN OFFICE, OR OFFICES, IN SUCH OTHER PLACES WITHIN OR
WITHOUT THE STATE OF NEVADA AS MAY BE FROM TIME TO TIME DESIGNATED BY THE BOARD
OF DIRECTORS OR THE BY-LAWS OF THE CORPORATION. THE CORPORATION MAY CONDUCT ALL
CORPORATION BUSINESS OF EVERY KIND AND NATURE OUTSIDE THE STATE OF NEVADA AS
WELL AS WITHIN THE STATE OF NEVADA.
THIRD. THE OBJECTS FOR WHICH THIS CORPORATION IS FORMED ARE TO ENGAGE IN ANY
LAWFUL ACTIVITY.
FOURTH: THE TOTAL NUMBER OF COMMON STOCK AUTHORIZED THAT MAY BE ISSUED BY THE
CORPORATION IS SEVENTY FIVE MILLION 0546000 SHARES OF COMMON STOCK WITH' A PAR
VALUE OF ONE TENTH OF ONE CENT ($6401) PER SHARE AND NO OTHER CLASS OF STOCK
SHALL AUTHORIZED. THE CORPORATION MAY FROM TIME ISSUE SAID SHARES FOR SUCH
CONSIDERATION AS THE BOARD OF DIRECTORS MAY FIX.
FIFTH. THE GOVERNING BOARD OF THE CORPORATION SHALL BE KNOWN AS DIRECTORS, AND
THE NUMBER OF DIRECTORS MAY FROM TIME TO TIME BE INCREASED OR DECREASED IN SUCH
MANNER AS SHALL BE PROVIDED BY THE OF THIS CORPORATION, PROVIDING THAT THE
NUMBER OF DIRECTORS SHALL NOT BE REDUCED TO FEWER THAN ONE (1). THE FIRST BOARD
OF DIRECTORS SHALL BE ONE (1) IN NUMBER AND THE NAME AND POST OFFICE ADDRESS OR
THIS DIRECTOR is:
NAME: GLENN ENNIS
ADDRESS: 2215 ALDER STREET
VANCOUVER, BC V6H2R8
SIXTH. THE TOTAL STOCK OF THE CORPORATION, AFTER THE AMOUNT OF THE SUBSCRIPTION
PRICE OR PAR VALUE, HAS BEEN PAID IN, SHALL NOT BE SUBJECT TO ASSESSMENT TO PAY
THE DEBTS OF THE CORPORATION.
SEVENTH, THE NAME AND POST OFFICE-ADDRESS OF THE INCORPORATOR SIGNING THE
ARTICLES OF INCORPORATION IS AS FOLLOWS:
NAME: LEAH FINKE
ADDRESS: 7251 WEST LAKE MEAD BLVD SUITE 300
LAS VEGAS, NEVADA 89128
EIGHTH. THE RESIDENT AGENT FOR THIS CORPORATION SHALL BE EMPIRE STOCK TRANSFER
INC. THE ADDRESS OF THE RESIDENT AGENT AND THE REGISTERED OR STATUTORY ADDRESS
OF THIS CORPORATION IN THE STATE OF NEVADA SHALL BE 7251 WEST LAKE MEAD BLVD
SUITE 300 LAS VEGAS, NV 89128.
NINTH. THE CORPORATION IS TO HAVE PERPETUAL EXISTENCE.
TENTH. THE BOARD OF DIRECTORS SHALL ADOPT THE INITIAL BYLAWS OF THE CORPORATION.
THE BOARD OF DIRECTORS SHALL ALSO HAVE THE POWER TO ALTER, AMEND OR REPEAL THE
BY-LAWS, OR TO ADOPT NEW BY-LAWS, EXCEPT AS OTHERWISE MAY BE SPECIFICALLY
PROVIDED IN THE BY-LAWS.
ELEVENTH. THE BOARD OF DIRECTORS SHALL HAVE THE AUTHORITY TO OPEN BANK ACCOUNTS
AND ADOPT BANKING RESOLUTIONS ON BEHALF OF THE CORPORATION.
TWELVETH. NO DIRECTOR OR OFFICER OF THE CORPORATION SHALL BE PERSONALLY LIABLE
TO THE CORPORATION OR ANY OF ITS STOCKHOLDERS FOR DAMAGES FOR BREACH OF
FIDUCIARY DUTY AS A DIRECTOR OR OFFICER INVOLVING ANY ACT OR OMISSION OF ANY
SUCH DIRECTOR OR OFFICER, PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SHALL
NOT ELIMINATE, OR LIMIT THE LIABILITY OF A DIRECTOR. OR OFFICER (I) FOR ACTS OR
OMISSIONS WHICH INVOLVE INTENTIONAL MISCONDUCT FRAUD OR A KNOWING VIOLATION OF
THE LAW, OR (II) THE PAYMENT OF DIVIDENDS IN VIOLATION OF SECTION 78.300 OF
NEVADA REVISED STATUTES. ANY REPEAL OR MODIFICATION OF THIS ARTICLE BY THE
STOCKHOLDERS OF THE CORPORATION SHALL BE PROSPECTIVE ONLY, AND SHALL NOT
ADVERSELY AFFECT ANY LIMITATIONS ON THE PERSONAL LIABILITY OF A DIRECTOR OR
OFFICER OFTHE CORPORATION FOR ACTS OR OMISSIONS PRIOR TO SUCH REPEAL OR
MODIFICATION.
THIRTEENTH. THE CORPORATION RESERVES THE RIGHT TO AMEND, ALTER, CHANGE OR REPEAL
ANY PROVISION CONTAINED IN THE ARTICLES OF INCORPORATION, IN THE MANNER NOW OR
HEREAFTER PRESCRIBED BY STATUTE, OR BY THE ARTICLES OF INCORPORATION, AND ALL
RIGHTS CONFERRED UPON STOCKHOLDERS HEREIN ARE GRANTED SUBJECT TO THIS
RESERVATION.
I, THE UNDERSIGNED, BEING THE INCORPORATOR HEREINBEFORE NAMED FOR THE PURPOSE OF
FORMING A CORPORATION PURSUANT TO GENERAL CORPORATION LAW OF THE STATE OF
NEVADA, DO MAKE AND FILE THESE ARTICLES OF INCORPORATION, HEREBY DECLARING AND
CERTIFYING THAT THE FACTS HEREIN STATED ARE TRUE, AND ACCORDINGLY HAVE HEREUNTO
SET MY HAND THIS JULY 22, 2005.
/s/LEAH FINKE
____________________
LEAH FINKE
INCORPORATOR
Secretary and Assistant Secretary, on being appointed is deemed to have
contracted with the Corporation on the terms of the foregoing indemnity.
c) The Directors may cause the Corporation to purchase and maintain insurance
for the benefit of a person who is or was serving as a Director, officer,
employee or agent of the Corporation or as a director, officer, employee or
agent of a corporation of which the Corporation is or was a shareholder and his
or her heirs or personal representatives against a liability incurred by him as
a Director, officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF:
QUARTZ VENTURES, INC.
PER:
/s/ GLENN ENNIS,
__________________________
Glenn Ennis, Secrectary
QUARTZ VENTURES, INC.
(the "Company")
RESOLUTIONS CONSENTED TO IN WRITING BY THE SOLE DIRECTOR OF QUARTZ VENTURES,
INC. IN ACCORDANCE WITH THE PROVISIONS OF ITS BYLAWS
APPOINTMENT OF OFFICERS
Whereas the person named below has consented in writing to act as the President,
Chief Executive Officer, Secretary and Treasurer of the Company, BE IT RESOLVED
THAT the following person be and is hereby appointed to the offices set out
opposite his name to hold office at the pleasure of the Directors:
Glenn Ennis President, C.E.O.
Secretary and Treasurer
ADOPTION OF BYLAWS
BE IT RESOLVED THAT the form of Bylaws of the Company as presented to the
directors of the Company be adopted and that the Secretary be and is hereby
instructed to cause the same to be inserted in the Company's Minute Book
immediately following the Articles of Incorporation and the Certificate of
Incorporation.
FORM OF SHARE CERTIFICATE
BE IT RESOLVED THAT the form of share certificate included with the Company's
minute book be the form of share certificate of the Company.
ISSUANCE OF SHARES
BE IT RESOLVED THAT the Board of Director be and it is hereby is authorized in
its discretion to issue shares of the Company to the full number of shares
authorized by the Certificate of Incorporation in such number and for such
considerations as from time to time shall be determined by the Board of
Directors and as may be permitted by law.
BANK AND SIGNING OFFICERS
BE IT RESOLVED THAT the Bank of Montreal be appointed the banker of the Company,
and that the Company do adopt as its banking resolutions the form of banking
resolutions prescribed by the Company's bankers and that Glenn Ennis be and they
are hereby authorized to execute as an act of the Company such banking documents
under the corporate seal of the Company where required.
I, the undersigned, being the sole Director of the Company, hereby
consent to the foregoing resolutions.
DATED a of this 22nd day of July, 2005.
/s/GLENN ENNIS
______________
Glenn Ennis