ARTICLES OF INCORPORATION
Published on March 2, 2000
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 18 1999
C3325-98
/S/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
MANDALAY CAPITAL CORP.
*****
The undersigned, acting as incorporator, pursuant to the provisions of
the laws of the State of Nevada relating to private corporations, hereby adopts
the following Articles of Incorporation:
ARTICLE ONE. [NAME] . The name of the corporation is:
MANDALAY CAPITAL CORP.
ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of process
is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, City of
Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE. [PURPOSES]. The purposes for which the corporation is
organized are to engage n any activity or business not in conflict with the laws
of the State of Nevada or of the United States of America, and without limiting
the generality of the foregoing, specifically:
I. [OMNIBUS] To Have to exercise all the powers now or
hereafter conferred by the laws of the State of Nevada upon
corporations organized pursuant to the laws under which the corporation
is organized and any and all acts amendatory thereof and supplemental
thereto.
II. [CARRYING ON BUSINESS OUTSIDE STATE]. To conduct and carry
on its business or any branch thereof in any state or territory of the
United States or in any foreign country in conformity with the laws of
such state, territory, or foreign country, and to have and maintain in
any state, territory, or foreign country a business office, plant,
store or other facility.
III. [PURPOSES TO BE CONSTRUED AS POWERS]. The purposes
specified herein shall be construed both as purposes arid powers and
shall be in no wise limited or restricted by reference to, or inference
from, the terms
of any other clause in this or any other article, but the purposes and
powers specified in each of the clauses herein shall be regarded as
independent purposes and powers, and the enumeration of specific
purposes and powers shall not be construed to limit or restrict in any
manner the meaning of general terms or of the general powers of the
corporation; nor shall the expression of one thing be deemed to exclude
another, although it be of like nature not expressed.
ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have
authority to issue an aggregate of TWO HUNDRED MILLION (200,000,000)
Common Capital Shares, PAR VALUE ONE MILL ($0.001) per share for a
total capitalization of TWO HUNDRED THOUSAND DOLLARS $200,000).
The holders of shares of capital stock of the corporation
shall not be entitled to pre-emptive or preferential rights to
subscribe to any unissued stock or any other securities which the
corporation may now or hereafter be authorized to issue.
The corporation's capital stock may be issued and sold from
time to time for such consideration as may be fixed by the Board of
Directors, provided that the consideration so fixed is not less than
par value.
The stockholders shall not possess cumulative voting rights at
all shareholders meetings called for the purpose of electing a Board of
Directors.
ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation
shall be governed by a Board of Directors of no more than eight (8) nor
less than one (1) person. The names and addresses of the first Board of
Directors are:
NAME ADDRESS
---- -------
Edward Skoda Suite 101, 1763 Nelson Street
Vancouver, B.C. V6G 1M6
Canada
Del Thachuk 1840 - 140 A Street
Surrey, B.C. V4A 6S2
Canada
Michael Wolf Suite 2101, 1238 Melville Street
Vancouver, B.C. V3R 3L1
Canada
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ARTICLE SIX. [ASSESSMENT OF STOCK] The capital stock of the
corporation, after the amount of the subscription price or par value
has been paid in, shall not be subject to pay debts of the corporation,
and no paid up stock and no stock issued as fully paid up shall ever be
assessable or assessed.
ARTICLE SEVEN. [INCORPORATOR]. The name and address of the
incorporator of the corporation is as follows:
NAME ADDRESS
---- -------
Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence
of the corporation shall be perpetual.
ARTICLE NINE. [BY-LAWS]. The initial By-laws of the
corporation shall be adopted by its Board of Directors. The power to
alter, amend, or repeal the By-laws, or to adopt new By-laws, shall be
vested in the Board of Directors, except as otherwise may be
specifically provided in the By-laws.
ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meetings of
stockholders shall be held at such place within or without the State of
Nevada as may be provided by the By-laws of the corporation. Special
meetings of the stockholders may be called by the President or any
other executive officer of the corporation, the Board of Directors, or
any member thereof, or by the record holder or holders of at least ten
percent (10%) of all shares entitled to vote at the meeting. Any action
otherwise required to be taken at a meeting of the stockholders, except
election of directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
stockholders having at least a majority of the voting power.
ARTICLE ELEVEN. [CONTRACTS OF CORPORATION]. No contract or
other transaction between the corporation and any other corporation,
whether or not a majority of the shares of the capital stock of such
other corporation is own by this corporation, and no act of this
corporation shall in any way be affected or invalidated by the fact
that any of the directors of this corporation are pecuniarily or
otherwise interested in, or are directors or officers of such other
corporation. Any director of this corporation, individually, or any
firm of which such director may be a member, may be a party to, or may
be pecuniarily or otherwise interested in any contract or transaction
of the corporation; provided, however, that the fact that he or such
firm
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is so interested shall be disclosed or shall have been known to the
Board of Directors of this corporation, or a majority thereof; and
any director of this corporation who is also a director or officer
of such other corporation, or who is so interested, may be counted
in determining the existence of a quorum at any meeting of the Board
of Directors of this corporation that shall authorize such contract
or transaction, and may vote thereat to authorize such contract or
transaction, with like force and effect as if he were not such
director or officer of such other corporation or not so interested.
ARTICLE TWELVE. [LIABILITY OF DIRECTORS AND OFFICERS]. No
director or officer shall have any personal liability to the
corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer, except that this Article Twelve shall
not eliminate or limit the liability of a director or officer for (I)
acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) the payment of dividends in violation
of the Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned incorporator has hereunto
affixed her signature at Reno, Nevada this 17th of February, 1998.
/s/ Amanda Cardinalli
-----------------------------
AMANDA CARDINALLI
STATE OF NEVADA }
: ss.
COUNTY OF WASHOE }
On the 17th day of February, 1998, before me, the undersigned,
a Notary Public in and or the State of Nevada, personally appeared
AMANDA CARDINALLI, known to me to be the person described in and who
executed the foregoing instrument, and who acknowledged to me that she
executed the same freely and voluntarily for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
/s/ Margaret A. Oliver
---------------------------------
NOTARY PUBLIC
Residing in Reno, Nevada
My Commission Expires:
October 10, 1998
MARGARET A. OLIVER
Notary Public stamp
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 11 1999
No. C3325-98
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MANDALAY CAPITAL CORP.
The undersigned, Jeffrey A. Muller, President, and Steven White,
Assistant Secretary of Mandalay Capital Corp., a Nevada corporation (the
"Corporation"), does hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 3rd day of February, 1999, adopted a resolution to amend
the original articles as follows:
RESOLVED, ARTICLE ONE is hereby amended to read as follows:
"The name of this corporation is:
SAVE THE WORLD AIR, INC."
The number of shares of the corporation outstanding and entitled to
vote or an amendment to the Articles of Incorporation is 10,030,000; that the
said charter and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Jeffrey A. Muller
-----------------------------
Jeffrey A. Muller, President
/s/ Steven White
-----------------------------
Steven White, Assistant Secretary
State of New York
County of New York
February 3, 1999, personally appeared before me, a Notary Public,
Jeffrey A. Muller and Steven White, who acknowledged that they executed the
above instrument.
/s/ William S. Rosenstadt
------------------------------
(Signature of Notary)
William S. Rosenstadt notary stamp here
STATE OF NEVADA
Secretary of State
I hereby certify that this is a
true and complete copy of
the document as filed in this
office.
FEB 12 '99
/s/ Dean Heller
DEAN HELLER
Secretary of State
By: D. Farmer