Exhibit 3.1

Eardley Ventures

Resolution of the incorporators

With respect to Liability of Directors

At a meeting of Incorporators) on the 25th of July, 2005 duly called and held at the offices of the Company at 1117 Desert Lane, Las Vegas, NV 89102, it was;

RESOLVED:

THAT 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 law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statues. 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 or omissions prior to such repeal or modification.

In Witness Whereof: I have hereunto set my hand on the 25th of July, 2005