Exhibit 3.1
[SEAL] |
DEAN HELLER |
Entity# |
|
Secretary of State |
E0305152006-5 |
||
206 North Carson Street |
Document Number: |
||
Carson City, Nevada 89701-4299 |
20060254489-00 |
||
(775) 684-5708 |
Date Filed: |
||
Website: secretaryofstate.biz |
4/21/2006 2:30:45 PM |
||
In the office of |
|||
Articles of Incorporation |
DEAN HELLER |
||
(PURSUANT TO NRS 78) |
Dean Heller |
||
Secretary of State |
1. |
Name of Corporation |
GOLDEN STAR RESOURCE CORP. |
||||||||||
2. |
Resident Agent |
The Corporation Trust Company of Nevada |
||||||||||
Name and Street Address: |
Name |
|||||||||||
(must be a Nevada address |
6100 Neil Road, Suite 500 |
Reno |
Nevada |
89511 |
||||||||
where process may be |
Street Address |
City |
State |
Zip Code |
||||||||
served) |
None |
|||||||||||
Optional Mailing Address |
City |
State |
Zip Code |
|||||||||
3. |
Shares: |
|||||||||||
(number of shares |
||||||||||||
corporation authorized |
Number of shares |
Number of shares |
||||||||||
to issue |
with par value: |
200,000,000 |
Par value: |
$0.00001 |
without par value: |
None |
||||||
4. |
Name & Addresses, |
1. |
Egil Livgard |
|||||||||
Of Board of |
Name |
|||||||||||
Directors/Trustees: |
1990 King Albert Avenue |
Coquitlam |
BC |
V3J 1Z2 |
||||||||
(attach additional page |
Street Address |
City |
State |
Zip Code |
||||||||
there is more than 3 |
2. |
Kathrine MacDonald |
||||||||||
directors/trustees) |
Name |
|||||||||||
201 - 850 West Hastings Street |
Vancouver |
BC |
V6C 1E1 |
|||||||||
3. |
||||||||||||
Name |
||||||||||||
Street Address |
City |
State |
Zip Code |
|||||||||
5. |
Purpose: |
The purpose of this Corporation shall be: |
||||||||||
(optional - see instructions) |
To engage in and carry on any lawful business activities. |
|||||||||||
6. |
Names, Address |
Conrad C. Lysiak |
CONRAD C. LYSIAK |
|||||||||
and Signature of |
Name |
Signature |
||||||||||
Incorporator. |
601 West First Avenue, Suite 503 |
Spokane |
WA |
99201 |
||||||||
(attach additional page |
Address |
City |
State |
Zip Code |
||||||||
there is more than 1 |
||||||||||||
incorporator) |
||||||||||||
7. |
Certificate of Acceptance |
|||||||||||
of Appointment of |
__________________________________________________ |
_______________ |
||||||||||
Resident Agent: |
Authorized Signature of R. A. or On Behalf of R. A. Company |
Date |
This form, must be accompanied by appropriate fees. See attached fee schedule.
GOLDEN STAR RESOURCE CORP.
ADDITIONAL ARTICLES
Section 1. Capital Stock
The aggregate number of shares that the Corporation will have authority to issue is Two Hundred Million (200,000,000) of which One Hundred Million (100,000,000) shares will be common stock, with a par value of $0.00001 per share, and One Hundred Million (100,000,000) shares will be preferred stock, with a par value of $0.00001 per share.
The Preferred Stock may be divided into and issued in series. The Board of Directors of the Corporation is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Corporation is authorized, within any limitations prescribed by law and this Article, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock including but not limited to the following:
The Corporation shall not declare, pay or set apart for payment any dividend or other distribution (unless payable solely in shares of Common Stock or other class of stock junior to the Preferred Stock as to dividends or upon liquidation) in respect of Common Stock, or other class of stock junior the Preferred Stock, nor shall it redeem, purchase or otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of Preferred Stock for the current period (and in the case of cumulative dividends, if any, payable to holder of Preferred Stock for the current period and in the case of cumulative dividends, if any, for all past periods) have been paid, are being paid or have been set aside for payments, in accordance with the terms of the Preferred Stock, as fixed by the Board of Directors.
In the event of the liquidation of the Corporation, holders of Preferred Stock shall be entitled to received, before any payment or distribution on the Common Stock or any other class of stock junior to the Preferred Stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such Preferred Stock plus, if so provided in such terms, an amount per share equal to accumulated and unpaid dividends in respect of such Preferred Stock (whether or not earned or declared) to the date of such distribution. Neither the sale, lease or exchange of all or substantially all of the property and assets of the Corporation, nor any consolidation or merger of the Corporation, shall be deemed to be a liquidation for the purposes of this Article.
Section 2. Acquisition of Controlling Interest.
The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive.
Section 3. Combinations with Interest Stockholders.
The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.
Section 4. Liability.
To the fullest extent permitted by NRS 78, a director or officer of the Corporation will not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, provided that this article will not eliminate or limit the liability of a director or officer for:
Any amendment or repeal of this Section 4 will not adversely affect any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal.
Section 5. Indemnification