Exhibit 3.1
ARTICLES OF INCORPORATION
of
AMERIWEST MINERALS CORP.
A Nevada Corporation
I, the undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under and pursuant to Chapter 78 of the Nevada
Revised Statutes, the general corporation laws of the State of Nevada, to do
business both within and without the State of Nevada, do make and file these
Articles of Incorporation hereby declaring and certifying that the facts herein
stated are true:
ARTICLE I
NAME
The name of the corporation is: AMERIWEST MINERALS CORP.
ARTICLE II
PRINCIPAL OFFICE
Section 2.01 Resident Agent. The name and address of its resident agent for
service process is Resident Agents of Nevada, Inc. 711 S. Carson, Suite 4,
Carson City, Nevada 89701.
Section 2.02 Other Offices. The corporation may also maintain offices
for the transaction of any business at such other places within or without 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 with the same effect as if in the
State of Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class. The amount of the total authorized capital stock
of this corporation is Seventy-Five Million (75,000,000) shares with a par value
of $0.001 designated as Common Stock. The Common Stock may be issued from time
to time without action by the stockholders. The Common Stock may be issued for
such consideration as may be fixed from time to time by the Board of Directors.
The Board of Directors may issue such shares of Common Stock in one of more
series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.
Section 4.02 No Preemptive Rights. Holders of the Common Stock of the
corporation shall not have any preference, preemptive right, or right of
subscription to acquire any shares of the corporation authorized, issued or
sold, or to be authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and convertible into shares
of the corporation, nor to any right of subscription thereto, other than to the
extent, if any, the Board of Directors in its discretion, may determine from
time to time.
Section 4.03 Assessment of Shares. The Common Stock of the corporation,
after the amount of the subscription price has been paid, in money, property or
services, as the directors of the corporation shall determine, shall not be
subject to assessment to pay the debts of the corporation, nor for any other
purpose, and no stock issued as fully paid shall ever be assessable or assessed,
and the Articles of Incorporation shall not be amended in this particular.
ARTICLE V
DIRECTORS
Section 5.01 Governing Board. The members of the Board of Directors of the
corporation shall be styled directors.
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Section 5.02 Initial Board of Directors. The Board of Directors shall
consist of at least one (1) but no more than nine (9) members. The name(s) and
address(s) of the initial members of the Board of Directors are as follows:
NAME ADDRESS
---- -------
Gerald Diakow 5135 Camino Al Norte, Suite 250
North Las Vegas, NV 89031
These individuals shall serve as directors of the corporation until the
first annual meeting of the stockholders or until their successors shall have
been elected and qualified.
Section 5.03 Change in the Number of Directors. The number of directors may
be increased or decreased by duly adopted amendment to the Bylaws of the
corporation.
ARTICLE VI
INCORPORATORS
The name and address of the sole incorporator is Sandra L. Miller 711 S.
Carson, Ste 4, Carson City, Nevada 89701
ARTICLE VII
PERIOD OF DURATION
This corporation is to have A PERPETUAL existence.
ARTICLE VIII
DIRECTORS AND OFFICERS' LIABILITY
A director or officer of the corporation shall not be personally liable to
this corporation or its stockholders for damages for breach of fiduciary duty as
a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
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intentional misconduct, fraud or a knowing violation of law, or (ii) the
unlawful payment of dividends. Any repeal or modification of this Article by the
stockholders of the 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 and omissions prior to such repeal or
modification.
ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connections therewith.
Such right of indemnification shall be a contract right which may be enforced in
any manner desired by such person. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. Such right of indemnification shall not be
exclusive of any other right which such directors, officers or representatives
may have or hereafter acquire, and, without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
under any Bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this Article.
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Without limiting the application of the foregoing, the Board of Directors
may adopt Bylaws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted by the laws of the State of
Nevada, and may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprises, against any liability asserted against such person
and incurred in any such capacity or arising out of such status, whether or not
the corporation would have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such person.
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.03, hereof,
which cannot be amended, this corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of Incorporation or
its Bylaws, in the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
In futherance, and not in limitation of the powers conferred by statue, the
Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the stockholders, to make,
alter or repeal the Bylaws of the corporation;
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(2) To authorize and cause to be executed mortgages and liens, with or
without limit as to amount, upon the real and personal property of the
corporation;
(3) To authorize the guaranty by the corporation of securities, evidences
of indebtedness and obligations of other persons, corporations and business
entities;
(4) To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve; and
(5) By resolution adopted by a majority of the whole Board of Directors, to
designate one 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 Board of Directors in the management of the
business and affairs of the corporation, any may authorize the seal of the
corporation to be affixed to all papers which may require it Such committee or
committees shall have such name or names as may be stated in the Bylaws of the
corporation or as may be determined from time to time by resolution adopted by
the Board of Directors
All corporate powers of the corporation shall be exercised by the Board of
Directors except as otherwise provided herein or by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of May, 2007
hereby declaring and certifying that the facts stated herein above are true.
/s/ Sandra L. Miller
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Sandra L. Miller
Sole Incorporator
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ACKNOWLEDGMENT
STATE OF NEVADA )
: SS
CITY OF CARSON )
On this 30th day of May, 2007 Sandra L. Miller personally appeared before
for me, a Notary Public, and acknowledged to me that she executed the foregoing
instrument for the purposes therein set forth.
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NOTARY PUBLIC
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
IN THE MATTER OF: Ameriwest Minerals Corp.
Resident Agents of Nevada, Inc., Resident Agent # 83364, with address at
711 S. Carson, Ste 4, Carson City, Nevada 89701, hereby accepts the appointment
as Resident Agent of the above-entitled corporation in accordance with NRS
78.090.
Furthermore, that the mailing address for the above registered office is as
set forth above
IN WITNESS WHEREOF, I hereunto set my hand this 30th of May 2007.
By /s/ Sandra L. Miller
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Sandra L. Miller
Resident Agents of Nevada, Inc.,
Resident Agent # 83364
Resident Agents
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