Exhibit 3.1

 

 

DYNARESOURCE, INC.

"ARTICLES OF INCORPORATION"

 

 

State of Delaware

 

Office of the Secretary of State

 

I, EDWARD J. FREEL, SECRETARY OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE

ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF

"DYNARESOURCE, INC.", FILED IN THIS OFFICE ON THE EIGHTH DAY OF DECEMBER, A.D.

1997, AT 9 O'CLOCK A.M.

 

 

GREAT SEAL OF THE STATE OF DELAWARE

 

(Graphic Omitted)

 

SEAL OF DELAWARE SECRETARY'S OFFICE

(Graphic Omitted)

 

 

/S/ Edward J. Freel

Edward J. Freel, Secretary of State

 

AUTHENTICATION: 8795882

DATE: 12-08-97

 

 

 

 

CERTIFICATE OF INCORPORATION

 

OF

 

DYNARESOURCE, INC.

 

The undersigned, a natural person of the age of eighteen years or more,

acting as the Incorporator of a corporation under the Delaware Corporation Laws,

hereby adopts the following Articles of incorporation for such corporation:

 

ARTICLE I

 

The name of the corporation Is Dynaresource, Inc.

 

ARTICLE II

 

The address of the corporation's initial registered office is 1013

Centre Road, Wilmington, Delaware, and the name of the corporation's

Initial registered agent at such address is Corporation Service

Company, in New Castle County.

 

ARTICLE III

 

The purpose or purposes for which the corporation is organized shall be

and include the transaction of any or all lawful business for which

coporations may be incorporated under the General Corporation Law of

the State of Delaware.

 

ARTICLE IV

 

The corporation shall have authority to issue fifty million

(50,000.000) shares of its common stock each having a par value of

$.0001. Fully paid common shares of the corporation shall not be

liable for further call or assessment. The authorized common shares of

the corporation shall be Issued at the discretion of the Board of

Directors of the corporation.

 

 

 

ARTICLE V

 

The name and address of the incorporator of the corporation is James J.

Panipinto, 10440 N. Central Expressway, Ste. 1440, Dallas, Texas 75231.

The powers of the incorporator are to terminate upon the filing of this

Certificate of Incorporation.

 

ARTICLE VI

 

The names and mailing addresses of the persons who are to serve as

directors until the first annual meeting of stockholders or until (a)

his successors have been elected and qualified, as provided In the

Bylaws of the corporation, or (b) his earlier death or resignation is

as follows:

 

Name Mailing Address

 

Douglas Metcalf 46 Lake Shore Drive North

Westford, Massachusetts 01886

 

Koy W. (K.D.) Diepholz 5215 Williams Square Ste. 200

Irving, Texas 75039

 

Melvin E. Tidwell 4804 Pickadilly Place

Tyler, Texas 75703

 

Wayne C. Henderson 5506 Lafayette Lane

Frisco, Texas 75035

 

 

ARTICLE VII

 

The period of the corporations duration is perpetual.

 

ARTICLE VIII

 

The right to accumulate votes in the Election of directors, and/or

cumulative voting by any shareholder of the corporation, is hereby

expressly denied.

 

 

ARTICLE IX

 

The right to preemptive rights to acquire additional, unissued, or

treasury shares of the corporation, or securities of the corporation

convertible into or carrying a right to subscribe to or acquire

additional shares of the corporation is hereby expressly denied.

 

ARTICLE X

 

All of the corporation's directors and officers and former directors

and officers and all persons who may have served at the corporation's

request as a director or officer of another corporation in which the

corporation is a creditor or substantial shareholder, shall be

indemnified against expenses actually and necessarily incurred by them

in connection with the defense of any action, suit or proceeding, in

which they, or any of them, are made parties, or a party by reason of

being or having been directors or officers or a director or officer of

the corporation, or of such other corporation, except in relation to

matters as to which any such director or officer or former director or

officer shall be adjudged in such action, suit or proceeding to be

liable for negligence or misconduct. The foregoing right to indemnity

shall include reimbursement of the amounts and expenses paid or

incurred in settlement thereof or a plea of nolo contendere (or other

plea of substantially the same import and effect) which, in the opinion

of counsel for the corporation, appears to be in the interest of the

corporation. Such indemnification shall not be deemed exclusive of any

other rights to which those indemnified may be entitled by law or under

any bylaws, agreement, vote of stockholders or otherwise.

 

ARTICLE XI

 

No contract or other transaction between the corporation and any

person, firm; association or corporation and no act of the

corporation shall, in the absence of fraud, be invalidated or in any

way affected by the fact that any of the directors of the corporation

are pecuniarily or otherwise interested, directly or indirectly, in

such contract, transaction or act, or are related to or interested in

such person, firm, association or corporation as a director,

shareholder, officer, employee, member or otherwise any director so

interested or related who is present at any meeting of the Board of

Directors or committee of directors at which action on any such

contract, transaction or act is taken may be counted in determining

the presence of a quorum at such meeting and may vote at such meeting

with respect to such contract, transaction or act with like force and

effect as if he or she were not so interested or related. No director

so interested or related shall, because of such interest or

relationship, be disqualified from holding his or her offiee or be

liable to the corporation or to any shareholder or creditor thereof

for any loss incurred by the corporation under or by reason of such

contract, transaction or act, or be accountable for any gains or

profits he may have realized therein.

 

 

THESE ARTICLES OF INCORPORATION OF DYNARESOURCE, INC. ARE HEREBY EXECUTED this

December 5, 1997.

 

/S/ James Panipinto

James J. Panipinto

Incorporator

 

STATE OF TEXAS

COUNTY OF DALLAS

 

THIS INSTRUMENT WAS ACKNOWLEDGED before me J. PANIPINTO, on this December 5,

1997

 

/S/ M.L. Hilberth

Notary Public, State of Texas

 

(Notary Stamp)

 

================================================================================

 

 

ORGANIZATIONAL RESOLUTIONS

OF THE BOARD OF DIRECTORS OF

DYNARESOURCE, INC.

 

The undersigned, being each of the duly and validly constituted

directors listed in the Certificate of Incorporation of DynaResource, Inc., a

Delaware corporation (hereinafter referred to as the "Corporation"), acting

pursuant to authority granted by the Delaware General Corporation Act, hereby

consents that, when the undersigned has executed this consent or an exact

counterpart thereof, the resolutions hereinafter set forth shall be deemed to

have been adopted to the same extent and with the same force and effect as if

adopted at a formal meeting of the Board of Directors of the Corporation, duly

called, noticed and held for the purpose of acting upon proposals to adopt such

resolutions:

 

Articles of Incorporation

 

RESOLVED, that the duplicate original of the Certificate of

Incorporation as filed with the Secretary of State of Delaware on

December 7,1997, and the evidence of such filing be inserted in the

minute book of this Corporation; and

 

Minute Book; Bylaws; Stock Certificate; Corporate Seal

 

RESOLVED, that the Bylaws submitted to the Board of Directors of this

Corporation on this date are hereby adopted as and for the Bylaws of

this Corporation, and that the Secretary of this Corporation is hereby

instwcted to cause the same to be inserted in the minute book of the

Corporation; the Secretary is further ordered to certify a copy of

those Bylaws and maintain them in the principal office of the

Corporation for the transaction of its business, open for inspection by

the shareholders at all reasonable time during office hours;

and

 

 

RESOLVED, FURTHER, that the Corporation shall maintain, as part of

its corporate record, a minute book which shall include, but not

limited to, a record of the Corporation's Articles of Incorporation and

amendments thereto, its Bylaws and amendments thereto, minutes of all

meetings of its directors, and minutes of all meetings of its

shareholders; the time and place of such meetings, whether a meeting

was regular or special, and if special, how the meeting was authorized,

the notice given, the names of those present at directors' meetings,

the number of shares present or represented at shareholders' meetings,

and the proceedings at the meetings; and

 

RESOLVED, FURTHER, that the form of stock certificates of the

Corporation shall be in substantially the form as those previously

issued by West Coast Mines, Inc., together with such changes as shall

be reasonably required to reflect the name of the Corporation, its

state of incorporation and the par value of the stock, all as shall be

acceptable to the President of the Corporation with the advice of

counsel; and

 

RESOLVED, FURTHER, that the stock certificates shall be consecutively

numbered beginning with Number 1; that the certificates shall be issued

only when the signatures of the President and Secretary, or a facsimile

thereof, and the corporate seal or a facsimile, are affixed thereto or

impnnted thereon; that each certificate shall state on its face the

name of the person to whom the shares representing the certificate are

issued, the number and class of shares and the designation of the

series, if any, that the certificate represents, the par value of each

share represented by the certificate or the fact that the shares are

without par value, that the corporation is organized under the laws of

Texas; and that the certificates shall set forth in full or in summary

form, or shall incorporate by reference, such statements as are

required by the Articles of Incorporation or the Delaware General

Corporation Laws.

 

RESOLVED, FURTHER, that the seal affixed at this place is hereby

adopted as the official seal of the Corporation; and

 

Election of Officers

 

RESOLVED, that the following persons are hereby elected to be officers

of the Corporation, to hold the office set opposite their respective

names for a period of one year from the date hereof and for so long

thereafter until their respective successors are chosen and qualified,

or until their earlier death, resignation or removal:

 

Chairman, President & CEO Koy W. (K. D.) Diepholz

Vice President - Mineral Properties Wayne Henderson

Vice President - Investor Relations Brad J. Saulter

Secretary Douglas W. Metcalf

Treasurer Koy W. (K. D.) Diepholz

 

Issuance of Stock

 

RESOLVED, that the offers of the following person(s) (hereinafter

called the "Purchaser(s)") to purchase the number of shares of the

authorized and unissued $0.0001 par value common capital stock of the

Corporation set opposite the name(s) of such Purchaser(s), for the

amount set opposite the name(s) of such Purchaser(s):

  

 

PURCHASER            NO. SHARES        AMOUNT

 

West Coast Mines     1000                    $1.00 dollar per share

 

is/are hereby accepted, such offer(s) being, in the judgment of the

Board of Directors of the Corporation, fair and adequate consideration;

 

RESOLVED, FURTHER, that the President and Secretary of the Corporation

are hereby instructed, upon receipt of payment from the aforesaid

Purchaser(s), to prepare, execute and deliver to such Purchaser(s)

certificates for the number of shares of the Corporation's $0.01 par

value common capital stock set forth opposite such Purchaser(s)'

name(s) above; and

 

Fiscal Year

 

RESOLVED, that the fiscal year of the Corporation shall be the twelve

month period ending December 31 of each calendar year; and

 

 

Bank Account

 

RESOLVED, that the officers of the Corporation are hereby authorized to

select such bank or banks, hereinafter collectively referred to as the

"Bank," as depository of the funds of the Corporation and to establish

and maintain, in the name of and on behalf of the Corporation, such

demand deposit accounts with the Bank as may be necessary to conduct

the business of the Corporation, subject to such terms and conditions

that the officers may from time to time agree to with the Bank; that in

connection with the establishment of such accounts, the officers may

execute the Bank's regular corporate resolution forms which are

incorporated by reference in and made a part of this resolution; and

the Secretary is hereby directed to attach a copy of each executed

corporate resolution form to these resolutions; and

 

RESOLVED, FURTHER, that the Secretary of the Corporation is hereby

authorized and directed to certify to the Bank that such resolutions

have been duly adopted and are in conformity with the Articles of

Incorporation and Bylaws of the Corporation, to verify to the Bank the

names and specimen signatures of the present officers of the

Corporation authorized to sign on such accounts, and if and when any

new officer is elected or appointed, to verify the fact of that change

and the name and specimen signature of each new officer duly authorized

by the Board of Directors to sign on such accounts; and

 

Corporate Office

 

RESOLVED, that offices of the Corporation be established and maintained

at Towers at Williams Square, 5215 N. O'Connor Blvd., Ste 200, Irving,

TX 75039.

 

Transaction of Business

 

RESOLVED, that the officers of the Corporation are hereby directed to

obtain, in the name of the Corporation, such licenses and tax permits

as may be required for the conduct of the business of the Corporation

by any federal, state, county or municipal governmental statute,

ordinance or regulation, and to do all things necessary or convenient

to qualify the Corporation to transact its business in compliance with

the laws and regulations of any appropriate federal, state, or

municipal governmental authority; and

 

RESOLVED, that the Treasurer of the Corporation is hereby authorized to

pay all charges and expenses incident to or arising out of the

organization of the Corporation and to reimburse any person who has

made any disbursement therefor; and

 

RESOLVED, that the Corporation recognizes that James J. Panipinto has

acted as incorporator of the Corporation solely for the purpose of

incorporating the Corporation, and as an accommodation to the

Corporation and that the Corporation, for such consideration and

action, hereby agrees to indemnify and hold harmless James J. Panipinto

from and against any and all claims and liabilities of any kind which

may be brought against him by reason of his acting on behalf of the

Corporation in such capacities; and such indemnification is provided

for pursuant to the provisions of the Texas Business Corporation Act.

 

DATED as of January 15, 1998.

 

/S/ Douglas Metcalf

 

/S/ Koy W. (K. D.) Diepholz

 

/S/ Melvin E. Tidwell

 

/S/ Wayne C. Henderson