Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - GULFSLOPE ENERGY, INC. | Financial_Report.xls |
| 10-K - GULFSLOPE ENERGY, INC. | plana10k093011.htm |
| EX-3.2 - GULFSLOPE ENERGY, INC. | ex3-2.htm |
| EX-3.3 - GULFSLOPE ENERGY, INC. | ex3-3.htm |
| EX-4.1 - GULFSLOPE ENERGY, INC. | ex4-1.htm |
| EX-31.1 - GULFSLOPE ENERGY, INC. | ex31-1.htm |
| EX-32.1 - GULFSLOPE ENERGY, INC. | ex32-1.htm |
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
LOSTWOOD PROFESSIONAL SERVICES, INC.
The undersigned natural person of the age of eighteen years or more, acting as the incorporator of a corporation under the Utah Revised Business Corporation Act, hereby adopts the following Articles of Incorporation for such corporation:
ARTICLE I
Name
The name of this corporation is "Lostwood Professional Services, Inc."
ARTICLE II
Duration
The duration of this corporation is perpetual.
ARTICLE III
Purposes
The purpose or purposes for which this corporation is organized are: To engage in any other lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act.
ARTICLE IV
Stock
The aggregate number of shares which this corporation shall have authority to issue is 55,000,000 shares, divided into two classes, 50,000,000 shares of common stock of a par value of one cent ($0.01) per share and 5,000,000 shares of preferred stock of a par value of one cent ($0.01) per share, with the preferred stock having such rights and preferences as the Board of Directors shall determine. Fully paid stock of this corporation shall not be liable to any further call or assessment.
ARTICLE V
Amendment
These Articles of Incorporation may be amended by the affirmative vote of a majority of the shares entitled to vote on each such amendment.
ARTICLE VI
Shareholder Rights
The authorized and treasury stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration, as the Board of Directors shall determine. Shareholders shall not have pre-emptive rights to acquire unissued shares of stock of this corporation. Nor shall shareholders be entitled to vote cumulatively for directors of the corporation.
ARTICLE VII
Initial Office and Agent
The name of the corporation's original registered agent and the address of its initial registered office is:
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Alycia Anthony
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3010 Lost Wood Drive
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Sandy, UT 84092
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ARTICLE VIII
Directors
The number of directors constituting the initial Board of Directors of this corporation is three. The names and addresses of persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify, are:
Alycia Anthony
3010 Lost Wood Drive
Sandy, UT 84092
James Doolin
1223 Wilshire Blvd. #912
Santa Monica, CA 90403
Nicholl Heieren
3410 Manhattan Ave.
Manhattan Beach, CA 90266
ARTICLE IX
Incorporator
The name and address of the Incorporator is:
James Doolin
1223 Wilshire Blvd. #912
Santa Monica, CA 90403
ARTICLE X
Common Directors - Transactions Between Corporation
No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest, or because such director or directors are present at the meeting of the Board of Directors, or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because his, her or their votes are counted for such purposes if: (a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the
contract or transaction by vote or consent sufficient for the purpose without counting the votes or consents of such interested Director; (b) the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (c) the contract or transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee thereof which authorizes, approves, or ratifies such contract or transaction.
ARTICLE XI
Board of Director Authorization to Change Corporate Name+
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/s/ James Doolin
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James Doolin; Incorporator
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The Board of Directors shall have the right to change the name of the corporation without shareholder approval to a name that reflects the industry or business in which the corporation's business operations are conducted or to a name that will promote or conform to any principal product, technology or other asset of the corporation that the Board of Directors, in its sole discretion, deems appropriate.
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STATE OF UTAH
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COUNTY OF SALT LAKE
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I, a Notary Public, hereby certify that on theday of December, 2003, James Doolin personally appeared before me who being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator and that the statements therein contained are true.
JENOHN M. LUI
Notary Public
State of Utah
My Commission Expires May 09,2006
1985 E. 7000 S., Salt Lake City, UT 84121
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/s/ Jenohn M. Lui
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NOTARY PUBLIC
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Residing at Salt Lake City, Utah
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