EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
OGDEN, MCDONALD & COMPANY
KNOWN ALL MEN BY THESE PRESENTS: That the undersigned incorporator
being a natural person of the age of eighteen years or more and desiring to form
a body corporate under the laws of the State of Colorado does hereby sign,
verify and deliver in duplicate to the Secretary of State of the State of
Colorado, these Articles of Incorporation:
FIRST: The name of the Corporation shall be: Ogden, McDonald & Company.
SECOND: The Corporation shall exist in perpetuity, from and after the
date of filing these Articles of Incorporation with the Secretary of State of
the State of Colorado unless dissolved according to law.
THIRD: 1) Purposes. Except as restricted by these Articles of
Incorporation, the Corporation is organized for the purpose of transacting all
lawful business for which corporations may be incorporated pursuant to the
Colorado Corporation Code.
2) General Powers. Except as restricted by these Articles of
Incorporation, the Corporation shall have and may exercise all powers and rights
which a corporation may exercise legally pursuant to the Colorado Corporation
Code.
3) Issuance of Shares. The board of directors of the Corporation may
divide and issue any class of stock of the Corporation in series pursuant to a
resolution properly filed with the Secretary of State of the State of Colorado.
FOURTH: 1) Shares. The aggregate number of hares which
this Corporation shall have authority to issue is Eight Hundred Million,
(800,000,000) shares of no par value each, which shares shall be designated
"Common Stock"; and Ten Million (10,000,000) shares of no par value each, which
shared shall be designated "Preferred Stock" and which may be issued in one or
more series at the discretion of the Board of Directors. In establishing a
series of Board of Directions shall give to it a distinctive designation so as
to distinguish it from the shares of all other series and classes, shall fix the
number of shares in such series, and the preferences, rights and restrictions
thereof. All shares of any one series shall be alike in every particular except
as otherwise provided by these Articles of Incorporation of the Colorado
Corporation Code.
2) Dividends. Dividends in cash, property or shares shall be paid upon
the Preferred Stock for any year on a cumulative or noncumulative basis as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock, to the extend earned surplus for each year is available,
in an amount as determined by a resolution of the Board of Directors. Such
Preferred Stock dividends shall be paid pro rate to holders of Preferred Stock
in any amount not less than nor more than the rate as determined by a resolution
of the Board of Directors prior to the issuance of such Preferred Stock. No
other dividend shall be paid on the Preferred Stock.
Dividends in cash, property or shares of the Corporation may be paid
upon the Common Stock, as and when declared by the Board of Directors, out of
funds of the Corporation to the extent and in the manner permitted by law,
except that no Common Stock dividend shall be paid for any year unless the
holders of Preferred Stock, if any, shall receive the maximum allowable
Preferred Stock dividend for such year.
3) Distribution in Liquidation. Upon any liquidation, dissolution or
winding up of the Corporation, and after paying or adequately providing for the
payment of all its obligations, the remainder of the assets of the Corporation
shall be distributed, either in cash or in kind, first pro rate to the holders
of the Preferred Stock until an amount to be determined by a resolution of the
Board of Directors prior to issuance of such Preferred Stock, has been
distributed per share, and, then, the remainder pro rata to the holders of the
Common Stock.
4) Redemption. The Preferred Stock may be redeemed in whole or in part
as determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock, upon prior notice to the holders of record of the
Preferred Stock, published, mailed and given in such manner and form and on such
other terms and conditions as may be prescribed by the Bylaws or by resolution
of the Board of Directors, by payment in cash or Common Stock for such share of
the Preferred Stock to be redeemed, as determined by a resolution of the Board
of Directors prior to the issuance of such Preferred Stock. Common Stock used to
redeem Preferred Stock shall be valued as determined by a resolution of the
Board of Directors prior to the issuance of such Preferred Stock. Any rights to
or arising from one share. No such purchase or retirement shall be made if the
capital of the Corporation would be impaired thereby.
If less than all the outstanding shares are to be redeemed, such
redemption may be made by lot or pro rata may be prescribed by resolution of the
Board of Directors; provided, however, that the Board of Directors may
alternatively invite from shareholders offers to the Corporation of Preferred
Stock at less than an amount to be determined by a resolution of the Board of
Directors prior to issuance of such Preferred Stock, and when such offers are
invited, the Board of Directors shall then be required to buy at the lowest
price or prices offered, up to the amount to be purchased.
From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the Corporation in the payment of
redemption price), all dividends on the Preferred Stock thereby called for
redemption shall cease to accrue and all rights of the holders thereof as
stockholders of the Corporation, except the right to receive the redemption
price, shall cease and terminate.
Any purchase buy the Corporation of the shares of its Preferred Stock
shall not be made at prices in excess of said redemption price.
5) Voting Rights; Cumulative Voting. Each outstanding share of Common
Stock shall be entitled to one vote and each fractional share of Common Stock
shall be entitled to a corresponding fractional vote on each matter submitted to
a vote of shareholders. A majority of the shares of Common Stock entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. Except as otherwise provided by these Articles of Incorporation
or the Colorado Corporation Code, if a quorum is present, the affirmative vote
of a majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders. When with respect to
any action to be taken by shareholders of this Corporation, the laws of Colorado
require the vote or concurrence of the holders of two-thirds of the outstanding
shares, of the shares entitled to vote thereon, or of any class or series, such
action may be taken by the vote or concurrence of a majority of such shares or
class or series thereof. Cumulative voting shall not be allowed in the election
of directors of this Corporation.
Shares of Preferred Stock shall only be entitled to such vote as is
determined by the Board of Directors prior to the issuance of such stock, except
as required by law, in which case each share of Preferred Stock shall be
entitled to one vote.
6) Denial of Preemptive Rights. No holder of any shares of the
Corporation, whether now or hereafter authorized, shall have any preemptive or
preferential right to acquire any shares or securities of the Corporation,
including shares or securities held in the treasury of the Corporation.
7) Conversion Rights. Holders of shares of Preferred Stock may be
granted the right to convert such Preferred Stock to Common Stock of the
Corporation on such terms as may be determined by the Board of Directors prior
to issuance of such Preferred Stock.
FIFTH: No contract or other transaction between the Corporation and
one or more of its directors or any other corporation, firm, association, or
entity in which one or more of its directors or officers or are financially
interested shall be either void or voidable solely because of such relationship
or interest or solely because such directors are present at the meeting of the
board of directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction or solely because their votes are counted
for such purpose if:
(a) The fact of such relationship or interest is disclosed or
known to the board directors or committee which authorizes, approves, or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the vote or consents of such interested directors; and
(b) The fact of such relationship or interest is disclosed or
known to the shareholders 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 a committee
thereof which authorizes, approves, or ratifies such contract or transaction.
SIXTH: The officers, directors and other members of management of
this Corporation shall be subject to the doctrine of "corporate opportunities"
only insofar as it applies to business opportunities in which this Corporation
has expressed at interest as determined from time to time by this Corporation's
board of directors as evidenced by resolutions appearing in the Corporation's
minutes. Once such areas of interest are delineated, all such business
opportunities within such areas of interest which come to the attention of the
officers, directors, and other members of management of this Corporation shall
be disclosed promptly to this Corporation and made available to it. The board of
directors may reject any business opportunity presented to it and thereafter any
officer, director or other member of management may avail himself of such
opportunity. Until such time as this Corporation, through its board of
directors, has designated an area of interest, the officers, directors and other
members of management of this Corporation shall be free to engage in such areas
of interest on their own and this doctrine shall not limit the rights of any
officer, director or other member of management of this Corporation to continue
a business existing prior to the time that such area of interest is designated
by the Corporation. This provision shall not be construed to release any
employee of this Corporation (other than an officer, director or member of
management) from any duties which he may have to this Corporation.
SEVENTH: The Corporation may indemnify any director, officer, employee,
fiduciary, or agent of the Corporation to the full extent permitted by the
Colorado Corporation Code as in effect at the time of the conduct by such
person.
EIGHTH: The Corporation reserves the right to amend its Articles of
Incorporation from time to time in accordance with the Colorado Corporation
Code.
NINTH: The initial Bylaws of the Corporation shall be adopted by
its board of directors. Subject to repeal or change by action of the
shareholders, the power to alter, amend or repeal the Bylaws or adopt new Bylaws
shall be vested in the board of directors. The Bylaws may contain any provisions
for the regulation and management of the affairs of the Corporation not
inconsistent with law or these Articles of Incorporation.
TENTH: The address of the initial registered office of the Corporation
is:
8055 E. Tufts Avenue Parkway, #320
Denver Colorado, 80237
The name of its initial registered agent at such address is:
Jon C. Olsen
ELEVENTH: The number of directors of this corporation shall
not be less than three, provided however, in the event there are fewer than
three stockholders, the number of directors shall be the same as the number of
shareholders. The name and address of the original director shall be:
Jon C. Olsen
8055 E. Tufts Avenue Parkway, #320
Denver, Colorado 80237
TWELFTH: Then name and address of the incorporator is
Jon C. Olsen
8055 E. Tufts Avenue Parkway, #320
Denver, Colorado 80237
Date /s/ Jon C. Olsen
-----------------------------------
Jon C. Olsen
VERIFICATION
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
I, Diane E. Sullivan, a notary public, hereby certify that on
_____________________________________ (date, personally before me, Jon C. Olsen,
whom, being by me first duly sworn, did declare he was the person who signed the
foregoing document as incorporator and that the statements therein contained are
true.
WITNESS my hand and official seal
/s/ Diane Sullivan
Notary Public
My commission expires: 11-12-90
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
OGDEN MCDONALD & COMPANY
CHANGING ITS NAME TO
WORLDWIDE PETROMOLY, INC.
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is OGDEN MCDONALD & COMPANY.
SECOND: The following amendments were adopted on September 16, 1996
by the Board of Directors, and on October 11, 1996 by a vote of the
Shareholders of the Corporation, in the manner prescribed by the Colorado
Business Corporation Act. The number of shares voted for the amendments was
sufficient for approval.
ARTICLE I - NAME shall be amended to read as follows:
"ARTICLE I - NAME
The name of the Corporation is WORLDWIDE PETROMOLY, INC."
ARTICLE XIII - LIMITATION OF LIABILITY OF DIRECTORS
TO CORPORATION AND SHAREHOLDERS shall be added as
follows:
"ARTICLE XIII - LIMITATION OF LIABILITY
OF DIRECTORS TO CORPORATION AND SHAREHOLDERS
No Director shall be liable to the Corporation or any shareholder for monetary
damages for breach of fiduciary duty as a director, except for any matter in
respect of which such director (a) shall be liable under C.R.S. Section
7-108-403 or any amendment thereto or successor provision thereto; (b) shall
have breached the director's duty of loyalty to the Corporation or its
shareholders; (c) shall have not acted in good faith or, in failing to act,
shall not have acted in good faith; (d) shall have acted or failed to act in a
manner involving intentional misconduct or a knowing violation of law; or (e)
shall have derived an improper personal benefit. Neither the amendment nor
repeal of this Article, nor the adoption of any provision in the Articles of
Incorporation inconsistent with this Article, shall eliminate or reduce the
effect of this Article in respect of any matter occurring prior to such
amendment, repeal or adoption of an inconsistent provision. This Article
shall apply to the full extent now permitted by Colorado law or as may be
permitted in the future by changes or enactments in Colorado law, including
without limitation C.R.S. Section 7-102-102 and/or C.R.S. Section 7-108-402."
THIRD: The manner, if not set forth in such amendments, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendments shall be effected, is as follows: Not applicable.
DATED: October 11, 1996
OGDEN MCDONALD & COMPANY
(Changing its name to
WORLDWIDE PETROMOLY, INC.)
By /s/ Gilbert Gertner
Gilbert Gertner
Chairman of the Board of Directors