EXHIBIT 3.01
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
DeMARCO ENERGY SYSTEMS OF AMERICA, INC.
DeMarco Energy Systems of America, Inc., by and through the undersigned,
constituting the President and Secretary of such corporation, hereby amends the
Articles of Incorporation of said corporation as follows:
1. The name of the corporation is DeMarco Energy Systems of America,
Inc.
2. Article IV of the Articles of Incorporation is amended to read as
follows:
Section 1. The authorized capital of this corporation
shall consist of one hundred million (100,000,000) common shares, having $.001
par value. All such common shares are non-assessable and each share shall have
equal rights as to voting and in the event of dissolution and liquidation.
Section 2. The shareholders shall have no preemptive
rights to acquire any shares of this corporation. There shall be no cumulative
voting by shareholders.
3. Article XI of the Articles of Incorporation is repealed.
4. A new Article XI of the Articles of Incorporation is adopted to read
as follows:
To the fullest extent permitted by the Utah Revised
Business Corporation Act or any other applicable law as now in effect or as it
may hereafter be amended, a director of this corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for any
action taken or any failure to take any action, as a director.
5. The foregoing amendments were adopted by the shareholders at a
meeting held on January 24, 1997.
6. The number of shares of common stock outstanding and entitled to
vote upon such amendments was 21,013,640. The number of votes indisputably
represented at the meeting was 11,238,181.
7. The number of shares voted for the amendment set forth in paragraph
2 above was 11,079,181; against was 159,000; and none abstained. The number of
shares voted for each of the amendments set forth in paragraphs 3 and 4 above
was 11,179,181; against was 59,000; and none abstained.
8. The foregoing amendments do not provide for an exchange,
reclassification, or cancellation of issued shares of the corporation.
9. At the special meeting of the shareholders held on January 24, 1997,
a resolution was duly adopted to provide that the provisions of Section
16-10a-704 of the Utah Revised Business Corporation act may operate to permit a
the corporation to take action by the written consent of fewer than all of the
shareholders entitled to vote with respect to the subject matter of any action.
Dated: January 24, 1997
/s/ VICTOR M. DEMARCO
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Victor M. DeMarco, President
Attest:
/s/ JOHN W. WYATT
------------------------------------
John W. Wyatt, Secretary
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
FOUNTAIN HEAD, INC.
Fountain Head, Inc., by and through the undersigned, constituting the
President and Secretary of Fountain Head, Inc., hereby amends the Articles of
Incorporation of said Corporation as follows:
1. The name of the Corporation is Fountain Head, Inc.
2. Article I of the Articles of Incorporation is amended to read as
follows:
The name of the corporation is DeMarco Energy Systems of America, Inc.
3. The foregoing amendment was adopted by the shareholders at a meeting
held on November 17, 1989.
4. The number of shares outstanding and entitled to vote upon such
amendment was 38,000,000.
5. The number of shares voted for the amendment was 22,486,500; against
was 0; and abstained was 0.
6. The foregoing amendment does not provide for an exchange,
reclassification, or cancellation of issued shares of the Corporation. However,
the shareholders also approved at the above-referenced meeting, a 1 for 40
reverse split of the outstanding common shares.
7. The foregoing amendment does not effect a change in the amount of
stated capital of the Corporation. However, the above-referenced reverse split
will reduce the amount of stated capital from $38,000 to approximately $950.
Dated: December 1, 1989
Attest: FOUNTAIN HEAD, INC.
By: /s/ JOHN W. WYATT By: /s/ LOUIS M. DEMARCO
---------------------------- --------------------------
John W. Wyatt, Secretary Louis M. DeMarco, President
The State of Texas )
)
County of Travis )
On the 1st day of December, 1989, before me, the undersigned, a Notary
Public, duly commissioned and sworn, personally appeared Louis M. DeMarco, known
to me to be the president of Fountain Head, Inc., who executed the within
instrument and known to me to be the person who affixed his name thereto as such
president and who acknowledged to me that he executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
My Commission Expires: /s/
---------------------------------
Notary Public
Residing in
The State of Texas )
)
County of Travis )
On the 1st day of December, 1989, before me, the undersigned, a Notary
Public, duly commissioned and sworn, personally appeared John W. Wyatt, known to
me to be the secretary of Fountain Head, Inc., who executed the within
instrument and known to me to be the person who affixed his name thereto as such
president and who acknowledged to me that he executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
My Commission Expires: /s/
---------------------------------
Notary Public
Residing in
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ARTICLES OF INCORPORATION
OF
FOUNTAIN HEAD, INC.
WE, THE UNDERSIGNED natural persons of the sage of twenty-one years or
more, acting as incorporators of a corporation under the Utah Business
Corporation Act adopt the following Articles of Incorporation for such
corporation.
ARTICLE I
CORPORATE NAME
The name of this corporation is Fountain Head, Inc.
ARTICLE II
DURATION OF CORPORATION
The duration of this corporation is "perpetual".
ARTICLE III
CORPORATE PURPOSES
The purpose for which this corporation is organized is the purchase,
lease and sell real property for investment and to acquire other business
entities or investments, and all matters related or ancillary thereto and to do
all things and engage in all lawful transactions which a corporation organized
under the laws of the State of Utah might do or engage in, even though not
expressly stated herein.
ARTICLE IV
CAPITALIZATION
The aggregate number of shares which this corporation shall have
authority to issue is FIFTY MILLION (50,000,000) shares of $0.001 par value
Common Stock. All stock of the corporation shall be of the same class and shall
have the same rights and preferences. Fully paid stock of this corporation shall
not be liable to any further call or assessment.
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ARTICLE V
PRE-EMPTIVE RIGHTS ABOLISHED
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 VI
COMMENCING BUSINESS
This corporation will not commence business until consideration of a
value of at least $1,000 has been received for the issuance of shares.
ARTICLE VII
INTERNAL AFFAIRS
The Directors shall adopt Bylaws which are not inconsistent with law or
these Articles for the regulation and management of the affairs of the
corporation. These Bylaws may be amended from time to time or repealed pursuant
to laws.
ARTICLE VIII
REGISTERED OFFICE AND AGENT
The address of this corporation's initial registered office and name of
its original registered agent at such address is:
Richard J. Lawrence
Suite 500
175 South West Temple
Salt Lake City, Utah 84101
ARTICLE IX
DIRECTORS
The Board of Directors consist of not less than three (3) nor more than
nine (9) members as the Board of Directors may itself from time to time
determine. The names and addresses of persons who are to serve as Directors
until the first meeting of stockholders, or until their successors be elected
and qualify are:
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NAME ADDRESS
---- -------
William L. Jorgensen 2778 South 100 West
Bountiful, Utah 84010
Reed T. Searle 9226 South 2490 West
West Jordan, Utah 84084
Alan K. Tibbitts 2672 South 50 West
Bountiful, Utah 84010
ARTICLE X
INCORPORATORS
The name and address of each Incorporator is:
NAME ADDRESS
---- -------
William L. Jorgensen 2778 South 100 West
Bountiful, Utah 84010
Reed T. Searle 9226 South 2490 West
West Jordan, Utah 84084
Alan K. Tibbitts 2672 South 50 West
Bountiful, Utah 84010
ARTICLE XI
OFFICERS AND DIRECTORS CONTRACTS
No contract or other transaction between this corporation and any other
corporation shall be affected by the fact that a Director or officer of this
corporation is interested in or is a Director or officer of such other
corporation; and any Director, individually or jointly, may be a party to or may
be interested in any corporation or transaction of this corporation or in which
this corporation is interested; and no contract or other transaction of this
corporation with any person, firm or corporation shall be affected by this fact
that any Director of this corporation is a party to or is interested in such
contract, act or transaction or any way connected with such person, firm or
corporation, and every person who may become a Director of this corporation is
hereby relieved from liability that might otherwise exist from contracting with
the corporation for the benefit of himself or any firm, association or
corporation in which he may be in any way interested, provided said Director
acts in good faith.
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DATED this 13th day of January, 1983.
/s/ WILLIAM L. JORGENSEN
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William L. Jorgensen
/s/ REED T. SEARLE
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Reed T. Searle
/s/ ALAN K. TIBBITTS
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Alan K. Tibbitts
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
I, THE UNDERSIGNED, a Notary Public, hereby certify that on the 13th
day of January, 1993, William L. Jorgensen, Reed T. Searle and Alan K. Tibbitts,
personally appeared before me who being by me first duly sworn severally
declared that they are the persons who signed the foregoing document as
incorporators and that the statements therein contained are true.
DATED this 13th day of January, 1983.
/s/ SHARON E. VANCE
----------------------------------------
Notary Public
My commission expires: Residing at:
September 20, 1986 Salt Lake City, Utah
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