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EXHIBIT 3.1 ARTICLES OF INCORPORATION
Articles of Incorporation
of
Dynamic Gold Corp.
First. The name of the corporation is Dynamic Gold Corp.
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 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, including, but not limited to the following:
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 other 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 of 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 may 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 its business, or for the exercise of its
corporate rights, privileges or franchises, or for any other lawful
purpose of its incorporation; to 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, whether 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.
1) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the 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 power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefore its capital, capital surplus, surplus,
or other property to fund.
n) Shall have power to conduct business, have one or more offices, and
conduct any legal activity in the State of Nevada, and in any of the
several states, territories, possessions and dependencies of the
United States, the District of Columbia, and any foreign countries,
o) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles
of incorporation, or any amendment thereof, or necessary or incidental
to the protection and benefit of the corporation, and, in general, to
carry on any lawful business necessary or incidental to the attainment
of the objects of the corporation, whether or not such business is
similar in nature to the objects set forth in the certificate or
articles of incorporation of the corporation,or any amendments thereof.
p) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
p) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be
allowed by law.
Fourth. That 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. Said shares may be issued by the corporation from time to
time for such considerations as may be fixed by the Board of Directors.
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 By-Laws 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 of the Director shall be listed as follows:
Name: Daniel A. Kramer
Address: 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701
Sixth. The capital stock, 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, Nevada 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
of this corporation in the State of Nevada, shall be: 1802 N. Carson Street,
Suite 212, Carson City, Nevada 89701.
Ninth. The corporation is to have 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 Stockholders, 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. Such
committee, or committees, shall have such name, or names as may be
stated in the By-Laws of the corporation, or as may be determined
from time to time by resolution adopted by the Board of Directors.
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 holdersof 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 franchises, 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 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 the 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 of the
corporation for acts or omissions prior to such repeal or modification.
Thirteenth. This 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 January 21, 2004.
/s/ Daniel A. Kramer
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Daniel A. Kramer
Incorporator