Exhibit 3.1
SECRETARY OF STATE
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that PIONEER EXPLORATION INC. did on June 9, 2005 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 June 9, 2005.
/s/ Dean Heller
--------------------
DEAN HELLER
Secretary of State
(The Great Seal of the State By /s/
of Nevada) --------------------
Certification Clerk
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DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Entity#
E0361042005-9
Document Number:
20050221995-25
Date Filed:
ARTICLES OF INCORPORATION 6/9/2005 10:00:54 AM
(PURSUANT TO NRS 78) In the office of
/s/ Dean Heller
Dean Heller
Secretary of State
1. Name of Corporation: Pioneer Exploration Inc.
2. Resident Agent Laughlin International Inc.
Name and Street Address: 2533 N. Carson St., Carson City, Nevada 89706
3. Shares: Number of shares with par value: 75,000,000, Par Value: $0.001;
Number of shares without par value: Nil
4. Name & Addresses of Board Thomas J. Brady
of Directors/ Trustees: Suite 620 - 800 West Pender St.,
Vancouver, BC V6C 2V6
5. Purpose: The purpose of the corporation shall be:
to engage in any lawful activity.
6. Names, Address and Thomas J. Brady
Signature of Incorporator:
/s/ Thomas J. Brady
620 800 West Pender St., Vancouver, BC V6C 2V6
7. Certificate of Acceptance I hereby accept appointment as Resident Agent
of Appointment of Resident for the above named corporation.
Agent:
8. DURATION: The Corporation shall have perpetual existence.
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9. POWERS: The powers of the Corporation shall be those powers granted
by 78.060 and 78.070 of the Nevada Revised Statutes under which this
corporation is formed. In addition, the Corporation shall have the
following specific powers:
(a) To elect or appoint officers and agents of the Corporation and to
fix their compensation;
(b) To act as an agent for any individual, association, partnership,
corporation or other legal entity;
(c) To receive, acquire, hold, exercise rights arising out of the
ownership or possession thereof, sell, or otherwise dispose of,
shares or other interests in, or obligations of, individuals,
associations, partnerships, corporations, or governments;
(d) To make, enter into, assume, perform, and carry out contracts of
every kind and description with any person, firm, association,
corporation, or government or subdivision thereof;
(e) To acquire, by purchase, exchange, or otherwise, all, or any part
of, or any interest in the properties, assets, securities,
business and good will of any one or more persons, firms,
associations, or corporations heretofore or hereafter engaged in
any business for which a corporation may now or hereafter be
organized; to pay for the same in cash, property, or its own or
other securities; to hold, operate, reorganize, liquidate, sell,
or in any manner dispose of the whole or any part thereof; and in
connection therewith, to assume or guarantee performance of any
liabilities, obligations, or contracts of such persons, firms,
associations, or corporations, and to conduct the whole or any
part of any business thus acquired;
(f) To receive, acquire, hold, pledge, transfer, or otherwise dispose
of shares of the corporation, but such shares may only be
purchased, directly or indirectly, out of earned surplus;
(g) To make gifts or contributions for the public welfare or for
charitable, scientific or educational purposes.
The foregoing provisions of this Article shall be construed as powers
and each as an independent power. The foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers
of the Corporation, and the powers herein specified shall, except when
otherwise provided in this Article, be in no wise limited or restricted
by reference to, or inference from, the terms of any provision of this
or any other Article of these Articles of Incorporation; provided, that
the Corporation shall not carry on any business or exercise any power
in any state, territory, or country which under the laws thereof the
Corporation may not lawfully carry on or exercise.
10. CLASSES OF SHARES: The shares which this Corporation is authorized
to issue shall be divided into two classes, as set forth in subsections
(a) and (b) of this Article.
(a) The total number of shares of Common Stock which this
Corporation is authorized to issue is 65,000,000 shares at $.001
par value per share.
(b) The total number of shares of Preferred Stock which this
Corporation is authorized to issue is 10,000,000 shares at
$0.001 par value per share. The Board of Directors of the
Corporation is authorized, to the maximum extent provided by
law, unless otherwise provided herein, to provide for the
issuance of shares of Preferred Stock or to provide for the
issuance of shares of Preferred Stock in one or more series, to
establish from time to time the number of shares in such series,
and to fix the designations, voting powers, preferences, rights
and qualifications, limitations or restrictions of the shares of
Preferred Stock or such series.
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11. REDEMPTION, CONVERSION: Shares may be redeemable or convertible on
such terms and conditions as may be determined by the Board of
Directors.
12. VOTING RIGHTS OF SHAREHOLDERS: Each holder of the Common Stock
shall be entitled to one vote for each share of stock standing in his
name on the books of the Corporation.
13. CONSIDERATION FOR SHARES: The Common Stock shall be issued for
such consideration, as shall be fixed from time to time by the Board of
Directors. In the absence of fraud, the judgment of the Directors as to
the value of any property for shares shall be conclusive. When shares
are issued upon payment of the consideration fixed by the Board of
Directors, such shares shall be taken to be fully paid stock and shall
be non-assessable. The Articles shall not be amended in this
particular.
14. PRE-EMPTIVE RIGHTS: Except as may otherwise be provided by the
Board of Directors, no holder of any shares of the stock of the
Corporation, shall have any preemptive right to purchase, subscribe
for, or otherwise acquire any shares of stock of the Corporation of any
class now or hereafter authorized, or any securities exchangeable for
or convertible into such shares, or any warrants or other instruments
evidencing rights or options to subscribe for, purchase, or otherwise
acquire such shares.
15. STOCK RIGHTS AND OPTIONS: The Corporation shall have the power
to create and issue rights, warrants, or options entitling the holders
thereof to purchase from the corporation any shares of its capital
stock of any class or classes, upon such terms and conditions and at
such times and prices as the Board of Directors may provide, which
terms and conditions shall be incorporated in an instrument or
instruments evidencing such rights. In the absence of fraud, the
judgment of the Directors as to the adequacy of consideration for the
issuance of such rights or options and the sufficiency thereof shall be
conclusive.
16. ASSESSMENT OF STOCK: The capital stock of this Corporation,
after the amount of the subscription price has been fully paid in,
shall not be assessable for any purpose, and no stock issued as fully
paid up shall ever be assessable or assessed. The holders of such stock
shall not be individually responsible for the debts, contracts, or
liabilities of the Corporation and shall not be liable for assessments
to restore impairments in the capital of the Corporation.
17. SIZE AND POWERS OF BOARD: For the management of the business, and for
the conduct of the affairs of the Corporation, and for the future
definition, limitation, and regulation of the powers of the Corporation
and its directors and shareholders, it is further provided:
Section 1. Size of Board. The members of the governing board of the
Corporation shall be styled directors. The number of directors of the
Corporation, their qualifications, terms of office, manner of election,
time and place of meeting, and powers and duties shall be such as are
prescribed by statute and in the by-laws of the Corporation.
Section 2. Powers of Board. In furtherance and not in limitation of
the powers conferred by the laws of the State of Nevada, the Board of
Directors is expressly authorized and empowered:
(a) To make, alter, amend, and repeal the By-Laws subject to the
power of the shareholders to alter or repeal the By-Laws made by
the Board of Directors.
(b) Subject to the applicable provisions of the By-Laws then in
effect, to determine, from time to time, whether and to what
extent, and at what times and places, and under what conditions
and regulations, the accounts and books of the Corporation, or
any of them, shall be open to shareholder inspection. No
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shareholder shall have any right to inspect any of the accounts,
books or documents of the Corporation, except as permitted by
law, unless and until authorized to do so by resolution of the
Board of Directors or of the Shareholders of the Corporation;
(c) To issue stock of the Corporation for money, property, services
rendered, labor performed, cash advanced, acquisitions for other
corporations or for any other assets of value in accordance with
the action of the board of directors without vote or consent of
the shareholders and the judgment of the board of directors as
to value received and in return therefore shall be conclusive
and said stock, when issued, shall be fully-paid and
non-assessable.
(d) To authorize and issue, without shareholder consent, obligations
of the Corporation, secured and unsecured, under such terms and
conditions as the Board, in its sole discretion, may determine,
and to pledge or mortgage, as security therefore, any real or
personal property of the Corporation, including after-acquired
property;
(e) To determine whether any and, if so, what part, of the earned
surplus of the Corporation shall be paid in dividends to the
shareholders, and to direct and determine other use and
disposition of any such earned surplus;
(f) To fix, from time to time, the amount of the profits of the
Corporation to be reserved as working capital or for any other
lawful purpose;
(g) To establish bonus, profit-sharing, stock option, or other types
of incentive compensation plans for the employees, including
officers and directors, of the Corporation, and to fix the
amount of profits to be shared or distributed, and to determine
the persons to participate in any such plans and the amount of
their respective participations.
(h) To designate, by resolution or resolutions passed by a majority
of the whole Board, one or more committees, each consisting of
two or more directors, which, to the extent permitted by law and
authorized by the resolution or the By-Laws, shall have and may
exercise the powers of the Board;
(i) To provide for the reasonable compensation of its own members by
By-Law, and to fix the terms and conditions upon which such
compensation will be paid;
(j) In addition to the powers and authority herein before, or by
statute, expressly conferred upon it, the Board of Directors may
exercise all such powers and do all such acts and things as may
be exercised or done by the corporation, subject, nevertheless,
to the provisions of the laws of the State of Nevada, of these
Articles of Incorporation, and of the By-Laws of the
Corporation.
Section 3. Interested Directors. No contract or transaction between
this Corporation and any of its directors, or between this Corporation
and any other corporation, firm, association, or other legal entity
shall be invalidated by reason of the fact that the director of the
Corporation has a direct or indirect interest, pecuniary or otherwise,
in such corporation, firm, association, or legal entity, or because the
interested director was present at the meeting of the Board of
Directors which acted upon or in reference to such contract or
transaction, or because he participated in such action, provided that:
(1) the interest of each such director shall have been disclosed to or
known by the Board and a disinterested majority of the Board shall have
nonetheless ratified and approved such contract or transaction (such
interested director or directors may be counted in determining whether
a quorum is present for the meeting at which such ratification or
approval is given); or (2) the conditions of N.R.S. 78.140 are met.
18. LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS: The personal
liability of a director or officer of the corporation to the
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corporation or the Shareholders for damages for breach of fiduciary
duty as a director or officer shall be limited to acts or omissions
which involve intentional misconduct, fraud or a knowing violation of
law.
19. INDEMNIFICATION: Each director and each officer of the corporation
may be indemnified by the corporation as follows:
(a) The corporation may indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by
him in connection with the action, suit or proceeding, if he
acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation
and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suite or proceeding, by judgment,
order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, does not of itself create a presumption that
the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
(b) The corporation may indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending
or completed action or suit by or in the right of the
corporation, to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit,
if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals there
from, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or other court
of competent jurisdiction determines upon application that in
view of all the circumstances of the case the person is fairly
and reasonably entitled to indemnity for such expenses as the
court deems proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this Article, or in defense of any
claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the defense.
(d) Any indemnification under subsections (a) and (b) unless ordered
by a court or advanced pursuant to subsection (e), must be made
by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The
determination must be made:
(i) By the stockholders;
(ii) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act,
suit or proceeding;
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(iii) If a majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding so orders,
by independent legal counsel in a written opinion; or
(iv) If a quorum consisting of directors who were not parties
to the act, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
(e) 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. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any
contract or otherwise by law.
(f) The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(i) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled
under the certificate or articles of incorporation or any
bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a
court pursuant to subsection (b) or for the advancement of
expenses made pursuant to subsection (e) may not be made to
or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action.
(ii) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
20. PLACE OF MEETING; CORPORATE BOOKS: Subject to the laws of the
State of Nevada, the shareholders and the Directors shall have power to
hold their meetings, and the Directors shall have power to have an
office or offices and to maintain the books of the Corporation outside
the State of Nevada, at such place or places as may from time to time
be designated in the By-Laws or by appropriate resolution.
21. AMENDMENT OF ARTICLES: The provisions of these Articles of
Incorporation may be amended, altered or repealed from time to time to
the extent and in the manner prescribed by the laws of the State of
Nevada, and additional provisions authorized by such laws as are then
in force may be added. All rights herein conferred on the directors,
officers and shareholders are granted subject to this reservation.