Attached files
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
SUPERIOR SILVER MINES, INC.
The undersigned hereby executes the following Articles of Incorporation for the purpose of
forming a corporation under the provisions of the laws of the State of Nevada pursuant to NRS 78.
ARTICLE I
The name of this corporation is, and shall be SUPERIOR SILVER MINES, INC.
ARTICLE II
The objects and purposes for which this Corporation is formed are as principals, agents, or
otherwise, to do in any part of the world any and every of the things therein set forth or
permitted by law to the same extent as natural persons might and could do. In furtherance and not
in limitation of the general powers conferred by the laws of the State of Nevada, we do expressly
provide that the Corporation shall have power;
(a) To purchase, sell, option, own, locate, lease or otherwise acquire, mortgage and dispose.
of lands, mines, mining claims and mineral rights; to own handle and control letters patent and
inventions; to use and to own, enter, apply for patents for mines, millsites, mills, water-rights,
tunnels, and rights of way; to work, prospect, explore, exploit and develop mines and mineral lands
of every kind and nature and wherever the same may be situated, and to carry on every operation of
the business of mining, milling and producing, zinc, lead, gold, silver, and any and all other
metals and minerals of every kind and character and to sell and dispose of the same and the
by-product thereof, and. to do everything that may be necessary or proper in the conduct of the
business of working such mines and mineral lands and the production of ores and to buy, sell,
contract for, own, erect, and operate all mills, smelting and other ore reduction works, sawmills,
machinery, roads, tramways, ditches, flumes,. water rights, power plants of any and all kinds
whatsoever, and to develop and use electricity for power and lighting purposes, and to file upon
water rights for any and all purposes.
(b) To take, hold, lease, mortgage, own, purchase, or acquire by operation of the law or
otherwise, real property or any interest therein or appurtenant thereto, including storerooms,
sawmills, store buildings and any part thereof or any interest therein, or to sell, lease,
exchange, mortgage or hypothecate real estate or any interest therein and to engage in any and all
undertakings and business necessary and proper to the improvement and betterment of the land or
real property or interest therein, owned or otherwise acquired or to be owned or otherwise acquired
by said corporation, or in any other lands in which the said corporation may have any interest and
to handle and deal in any land, interest in land, or other property or interest therein, of said
corporation in any manner it may desire.
(c) To enter into, make, perform and carry out any and all contracts or agreements of every
kind, amount and character with any person, firm, association, corporation, Federal or State
government or any political subdivision. or corporation or agency thereof.
(d) To purchase, own, sell, convey, mortgage, pledge, exchange, acquire by operation of law or
otherwise, personal property of every kind and character, debts, dues and demands or causes of
action, and each and every kind of personal property, evidence of debts, bonds, stocks of this and
other corporations, both public and private, which the Corporation may deem necessary and
convenient for its business or otherwise.
(e) To borrow and lend money from and to any person, firm, corporation association, or Federal
or State government or any political subdivision, or corporation or agency thereof, and to make
take and execute notes, mortgages, bond, deeds of trust, or other evidence of indebtedness to
secure payment thereof, or by any other lawful manner or means, and to take, and receive notes,
bonds, mortgages, deeds of trust, or any evidence of indebtedness for the use and benefit of said
corporation, or otherwise.
(f) To own, hold, lease, or sublet, or to conduct on its own account, or for any person, firm
association, corporation, or Federal or State government, or any political subdivision, or
corporation or agency thereof, all and every kind of merchandise, business or property necessary or
proper to carry on, an account of the business of said corporation.
(g) To build any and all necessary shops, buildings, storerooms, boarding houses, sleeping
quarters, sawmills and structures at any place proper or convenient to carryon any or all of the
business of said Corporation.
(h) To do and perform every act and thing necessary to carry out the above enumerated
purposes, or calculated directly or indirectly to the advancement of the interest of the
Corporation, or to, the enhancement of the value of its stock, holdings and property of any kind or
character.
ARTICLE III
The corporate existence of this corporation shall be perpetual.
ARTICLE IV
The location and post office address of the corporations registered office in the State of
Idaho shall be Wallace, Idaho.
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ARTICLE V
The authorized capital stock of the corporation shall consist of two classes of stock
designated as Common Stock and Preferred Stock. The total number of shares of Common Stock that
the corporation will have authority to issue is Five Hundred Million (500,000,000). The shares
shall have a par value of $0.0001 per share. All of the Common Stock authorized herein shall have
equal voting rights and powers without restrictions in preference. The total number of shares of
Preferred Stock that the corporation will have authority to issue is Ten
Million (10,000,000). The Preferred Stock shall have a stated value of $0.0001 per share.
The authorized but unissued shares of Preferred Stock may be divided into and issued in designated
series from time to time by one or more resolutions adopted by the Board of Directors. The
Directors, in their sole discretion, shall have the power to determine the relative powers,
preferences, and rights of each series of Preferred Stock.
The said shares may be issued and sold from time to time by the corporation for such
consideration and upon such terms as may, from time to time, be fixed by the Board of Directors
without action by the stockholders.
Notwithstanding the provisions of Section 30-120, Idaho Code, the Board of Directors of this
corporation shall have power and authority from time to time to authorize the sale of, and to sell
for cash or otherwise, all or any portion of the unissued and/or of the treasury stock of this
corporation without said stock, or any thereof, being first offered to the shareholders of this
corporation.
ARTICLE VI
The corporate powers of the corporation shall be vested in a Board of Directors of not less
than three, and no more than seven members, who shall be elected annually by the shareholders, and
who shall serve until the election and qualification of their successors. No person shall serve as
a director of this corporation who is not a shareholder therein. Directors who are to serve for
the first corporate year shall be selected by the incorporators, unless otherwise determined by the
shareholders, the Board of Directors, by resolution, shall from time to time fix the number of
directors within the limit herein provided.
ARTICLE VII
In addition to the power conferred upon the shareholders by law, to make, amend or repeal
By-Laws for this corporation, the Directors shall have the power to repeal and amend the By-Laws
and, adopt new By-Laws, but such powers may be executed only by a majority of the whole Board of
Directors.
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ARTICLE VIII
A director or officer of the corporation shall not, in the absence of actual fraud be
disqualified by his office from dealing or contracting, with the corporation, either as vendor,
purchaser, or otherwise; and in the absence of actual fraud no transaction or contract of the
corporation shall be void or voidable by reason of the fact that any director or officer, or firm
of which any director or officer is a member, or any other corporation of which any director or
officer is a shareholder, officer or director, is in any way interested in such transaction or
contract; provided, that such transaction or contract is, or shall be, authorized, ratified or
approved (1) by a vote of a majority of a quorum of the Board of Directors, or of the Executive
Committee, if any, counting for the purpose of determining the existence of such majority or
quorum, any Director, when present, who is so interested, or who is a member of a firm so
interested, or who is a shareholder, or who is a member of a firm so interested; or (2) at a
stockholders meeting by a vote of a majority of the outstanding shares of the corporation
represented at such meeting and then entitled to vote, or by writing or writings signed by a
majority of such holders of stock which shall have the same force and effect as though
authorization, ratification, or approval were made by the stockholders; and no director or officer
shall be liable to account to the corporation for any profits realized by him through any such
transaction or contract of the corporation authorized, ratified, or approved, as aforesaid, by
reason of the fact that he may be, or any firm of which he is a member, or any corporation of which
is a shareholder, officer or director, was interested in such transaction. Nothing in this
paragraph contained shall create any liability in the events above mentioned, or prevent the
authorization, ratification or approval of such contracts or transactions in any other manner than
permitted by law, or invalidate or made voidable any contract or transaction which would be valid
without reference to the provisions of this paragraph.
ARTICLE IX
The initial Board of Directors of this corporation consists of four (4) directors. The name
and address of such directors are as follows:
Name | Address | |
Thomas S. Smith
|
3714 S. Sommer Rd. | |
Veradale, WA 99037 | ||
Arthur P. Dammarell, Jr.
|
17822 N. Hatch Rd. | |
Colbert, WA 99005 | ||
Dale B. Lavigne
|
P.O. Box 2170 | |
Osburn, ID 83849 | ||
H. James Magnuson
|
P.O. Box 2288 | |
Coeur dAlene, ID 83816 |
ARTICLE X
The name of the registered agent of this corporation is Corporate Service Center, Inc.
ARTICLE XI
The post office address of the registered office of this corporation is 5190 Neil Rd., Suite
430, Reno, NV 89502.
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ARTICLE XII
The name and address of the incorporator is as follows:
Name | Address | |
Gregory B. Lipsker
|
601 W. Main Avenue, Suite 1017 | |
Spokane, WA 99201 |
Dated this 21st day of December, 2010.
/s/ Gregory B. Lipsker | ||||
Gregory B. Lipsker, Incorporator | ||||
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