Exhibit 3.1
Seal
Secretary of State
State of Nevada
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that JASPER VENTURES INC. did on November 28, 2006 file in this
office the original Articles of Incorporation; that said Articles 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, in
Carson City, Nevada, on November 28, 2003
/s/ Dean Heller
DEAN HELLER
Secretary of State
By Sandra A. Kraatz
Certification Clerk
ARTICLES OF INCORPORATION
OF
JASPER VENTURES INC.
FIRST: The name of the corporation is JASPER VENTURES INC.
SECOND: The registered office of the corporation in the State of Nevada is
located at 1802 N. Carson Street, Suite 212, Carson City, Nevada, 89701. The
corporation may maintain an office, or offices, in such other place within or
without the State of Nevada as may be from time to time designated by the Board
of Directors, or by the By-Laws of said 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, including, but not limited to:
a. Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
b. May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation
is organized.
c. Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and
when no period is limited, perpetually or until dissolved and its
affairs wound up according to law.
d. Shall have power to sue and be sued in any court of law or equity.
e. Shall have power to make contracts.
f. Shall have power to hold, purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include
the power to take the same by devise or bequest in the State of
Nevada, or in any state, territory or country.
g. Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable
compensation.
h. Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or the State of Nevada, for
the management, regulation and government of its affairs and property,
the transfer of its stock, the transaction of its business, and the
calling and holding of meetings of its stockholders.
i. Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
j. Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of a seal or stamp by the corporation on
any corporate documents is not necessary. The corporation my use a
seal or stamp, if it desires, but such use or nonuse shall not in any
way affect the legality of the document.
k. Shall have the power to borrow money and contract debts when necessary
for the transaction of it business, or for the exercise of its
corporate rights, privileges or franchises, or for any other lawful
purpose of its incorporation; o issue bonds, promissory notes, bills
of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon
the happening of a specified event or events, where secured by
mortgage, pledge or otherwise, or unsecured, for money borrowed, or in
payment for property purchased, or acquired, or for any other lawful
object
l. Shall have the power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of
capital stock of, or any bonds, securities or evidences of the
indebtedness created by, any other corporation or corporations of the
State of Nevada, or any other state or government, and, while owners
of such stock, bonds, securities or evidences of indebtedness, to
exercise all rights, powers and privileges of ownership, including the
right to vote, if any.
m. Shall have the power to purchase, hold, sell and transfer shares of
its own capital stock.
n. Shall have the power to conduct business, have more than one office,
and conduct any legal activity in the State of Nevada and any of the
several states of the United States and any foreign countries.
o. Shall have power to do all and everything necessary and proper for the
accomplishments of the objects enumerated in its certificate or
articles of incorporation or any amendments thereto.
p. Shall have the power to make donations for the public welfare or for
charitable, scientific or educational purposes.
q. Shall have the power to enter into partnerships, general or limited,
or joint ventures, in connection with any lawful activities, as may be
allowed by law.
FOURTH: The total number of common stock authorized that may be issued by the
corporation is seventy five million (75,000,000) shares of stock with a par
value of one tenth of one cent ($0.001) per share and no other class of stock
shall be authorized. The corporation may from time to 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 bylaws 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 three (3) in number and the name and post office
address of these Directors are:
Name: Daniel A. Kramer
Address: 1802 N. Carson Street, Suite 212
Carson City, NV 89701
SIXTH: The capital 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: Daniel A. Kramer
Address: 1802 N. Carson Street, Suite 212
Carson City, NV 89701
EIGHTH: The Resident Agent for this corporation shall be VAL-U-CORP SERVICES,
INC. The address of the Resident Agent and the registered or statutory address
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of this corporation in the State of Nevada shall be: 1802 N. Carson Street,
Suite 212, Carson City, NV 89701.
NINTH: The corporation is to have a perpetual existence.
TENTH: In furtherance and not in limitation of the powers conferred by the
statute, the Board of Directors is expressly authorized:
a. Subject to the By-Laws, if any, adopted by the shareholders, to make,
alter or amend the By-Laws of the corporation.
b. To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed,
mortgages and liens upon the real and personal property of this
corporation.
c. By resolution passed by a majority of the whole Board, to designate
one (1) or more committees, each committee to consist of one or more
of the Directors of the corporation, which, to the extent provided in
the resolution, or in the By-Laws of the corporation, shall have and
may exercise the powers of the Board of Directors in the management of
the business and affairs of the corporation.
d. When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the
voting power given at a Stockholders meeting called for that purpose,
or when authorized by the written consent of the holders of at least a
majority of the voting stock issued and outstanding, the Board of
Directors shall have power and authority at any meeting to sell, lease
or exchange all of the property and assets of the corporation,
including its good will and its corporate franchised, upon such terms
and conditions as its Board of Directors deems expedient and for the
best interests of the corporation.
ELEVENTH: No shareholder shall be entitled as a matter of right to subscribe for
or receive additional shares of any class of stock of the corporation, whether
now or hereafter authorized, or any bonds, debentures or securities convertible
into stock, but such additional shares of stock or other securities convertible
into stock may be issued or disposed of by the Board of Directors to such
persons and on such terms as in its discretion it shall deem advisable.
TWELFTH: 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 of for any act or omission of any such director or
officer; however, the foregoing provision shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law; or (ii) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the stockholders of this corporation
shall be prospective only and shall not adversely affect any limitation on the
personal liability of a director or officer of the 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 the Stockholders herein are granted subject to this
reservation.
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I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of
forming a corporation pursuant to the General Corporation Laws of the State of
Nevada, do make and file these Articles of Incorporation, hereby declaring and
certifying the facts herein stated are true, and accordingly have hereunto set
my hand November 27, 2006.
/s/ Daniel A. Kramer
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Daniel A. Kramer, Incorporator
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