Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - INCEPTION MINING INC. | f8k030510_silveramerca.htm |
| EX-10.1 - LETTER OF INTENT - INCEPTION MINING INC. | f8k030510ex10i_silveramerca.htm |
Exhibit
3.1
| STATE OF NEVADA | ||
|
ROSS
MILLER
Secretary of
Stale
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 |
SCOTT
W. ANDERSON
Deputy
Secretary for Commercial Recordings
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|
OFFICE
OF THE
SECRETARY
OF STATE
|
Certified
Copy
February
22, 2010
Job
Number: C20100222-0841
Reference
Number:
Expedite:
Through
Date:
The
undersigned filing officer hereby certifies that the attached copies are true
and exact copies of all requested statements and related subsequent
documentation filed with the Secretary of State's Office, Commercial Recordings
Division listed on the attached report.
| Document Number(s) | Description | Number of Pages |
| 20100107353-52 | Amended & Restated Articles | 4 Pages/1 Copies |
|
Respectfully,
/s/ Ross Miller
ROSS
MILLER
Secretary
of State
|
|
|
Certified By: Richard Sifuentes
Certificate Number: C20100222-0841
You may verify this certificate
online at http://www.nvsos.gov/
|
|
Commercial
Recording Division
202 N.
Carson Street
Carson
City, Nevada 89701-4069
Telephone
(775) 684-5708
Fax (775)
684-7138
1
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ROSS
MILLER
Secretary
of State
204
North Carson Street Suite 1
Carson
City, Nevada 89701-4520
(775)
684 5708
Website:
www.nvsos.gov
|
|
Certificate
to Accompany
Restated
Articles or
Amended
and Restated Articles
(PURSUANT
TO NRS)
|
Filed in the office of |
Document
number
20100107353-52
|
|
| /s/ Ross Miller |
Filing
Date and Time
02/22/2010 9:07 AM
|
||
|
Ross
Miller
Secretary
of State
State
of Nevada
|
Entity
number
E0461102007-0
|
| USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
This Form Is to Accompany Restated
Articles or Amended and Restated Articles
of Incorporation
(Pursuant
to NRS 78.403,82.371, 86.221,87A, 88.355 or 88AJ50)
(This
form is also to be used to accompany Restated Articles or Amended and Restated
Articles for Limited-Liability Companies, Certificates of Limited Partnership,
Limited-Liability Limited Partnerships and Business Trusts)
1. Name of Nevada entity as last recorded in this office.
| THE GOLF ALLIANCE CORPORATION |
2. The
articles are: (mark only one box) o
Restated x Amended and
Restated
Please
entitle your attached articles "Restated" or "Amended and Restated,"
accordingly.
3. Indicate
what changes have been made by checking the appropriate box:*
| o | No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: | |
| o | The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. | |
| x | The entity name has been amended. | |
| o | The registered agent has been changed, (attach Certificate of Acceptance from new registered agent) | |
| x |
The
purpose of the entity has been amended.
|
|
| x | The authorized shares have been amended. | |
| o | The directors, managers or general partners have been amended. | |
| x | IRS tax language has been added. | |
| o |
Articles
have been added. Q
Articles have been deleted.
|
|
| x |
Other.
The articles or certificate have been amended as follows: (provide article
numbers, if
available)
|
|
Article II further provides for 50-for-1 forward stock split and
grants the Board of Directors further authority with respect to the
Preferred Stock.
|
* This form is a accompany Restated Articles or Amended and Restated
Articles which contain newly or amended articles. The Restated Articles must
contain all of the requirements as set forth in the statutes for amending or
altering the articles for certificates.
IMPORTANT: Failure to include
any of the above information and submit with the proper fees may cause this
filing to be rejected.
| This form must be accompanied by appropriate fees. | Nevada Secretary of State Resisted Articles Revised: 10-16-09 |
2
| |
ROSS
MILLER
Secretary
of State
204
North Carson Street Suite 1
Carson
City, Nevada 89701-4520
(775)
684 5708
Website:
www.nvsos.gov
|
|
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
|
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| USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate
of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant
to NRS 7&385 and 78.390 - After Issuance of Stock)
1. Name
of corporation:
THE GOLF
ALLIANCE CORPORATION
2. The
articles have been amended as follows: (provide article numbers, if
available)
- The
sections for incorporators, past and present Board of Directors and registered
agent arc omitted.
- The name
of the corporation has been changed to "Silver America, Inc."
- The
authorized shares has been amended and a 50-for-l forward stock split has been
designated.
- The
purpose of the corporation has been amended.
- An
article designating duration has been added.
- An
article eliminating cumulative voting has been
added
- An article eliminating preferential, preemptive or other
subscription righto has been added.
- Articles
providing for limitation of liability and indenmificatian have been
added.
- The
article headings an lenrxnibered accordingly.
3. The vote by which the stockholders
holding shares in the corporation entitling them to exercise a least a majority
of the voting power, or such greater proportion of the voting power as may be
required In the case of a vote by classes or series, or as may be required by
the provisions of the articles of incorporation* have voted In favor of the
amendment is: 86.2%
4. Effective date of filing:
(optional)
March 5, 2010
(must
not be later than BO days after the certificate is filed)
5.
Signature: (required)
X
 |
|
| Signature of Officer |
"If
any proposed amendment would alter or change any
preference or any
retathre or other right given to any class or series of outstanding,
shares, then the amendment must be approved by the vote. In addition to the
affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series affected by the amendment
regardless to limitations or restrictions on the voting power
thereof.
IMPORTANT: Failure to Include any of the above Information and
submit with the proper fees may cause this filing to be
rejected.
| This form must be accompanied by appropriate fees. | Nevada Secretary of State Resisted Articles Revised: 10-16-09 |
3
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
ARTICLE
I
The name
of the corporation is: Silver America, Inc.
ARTICLE
II
The
corporation is authorized to issue 500,000,000 shares designated as "Common
Stock", par value $0.00001 per share, and 10,000,000 shares designated as
"Preferred Stock," par value $0.00001 per share.
Shares of
Preferred Stock may be issued from time to time in one or more series. The Board
of Directors shall determine the designation of each series and the authorized
number of shares of each series. The Board of Directors is authorized to
determine and alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued series of shares of Preferred Stock and
to increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any such series subsequent to the issue of
shares of that series. If the number of shares of any series of Preferred Stock
shall be so decreased, the shares constituting such decrease shall resume the
status which they had prior to the adoption of the resolution originally fixing
the number of shares of such series.
Upon
effective filing of this Amended and Restated Articles of Incorporation, every
one (1) share of Common Stock issued and outstanding, including such shares of
Common Stock reserved for issuance upon conversion of any outstanding
convertible securities, shall be split, combined and converted into fifty (50)
shares of Common Stock. All fractional snares resulting therefrom shall be
rounded up to the next whole share in consideration thereof.
ARTICLE
III
The
purpose of this corporation is to engage in any lawful act or activity for which
a corporation may be organized under the Nevada Revised Statutes, as may be
amended or otherwise supplemented.
ARTICLE
IV
The
duration of this Corporation is to be perpetual.
ARTICLE
V
No holder
of stock of this corporation shall be entitled to any cumulative voting
rights.
ARTICLE
VI
No holder
of stock of this corporation shall have any preferential, pre-emptive, or other
rights of subscription to any shares of any class or series of stock of this
corporation allotted or sold or to be allotted or sold and now or hereafter
authorized, or to any obligations or securities convertible into any class or
series of stock of this corporation, nor any right of subscription to any part
thereof.
4
ARTICLE
VII
The
corporation shall, to the fullest extent legally permissible under the
provisions of the Nevada Revised Statutes, as the same may be amended and
supplemented, indemnify and hold harmless any and all persons whom it shall have
power to indemnify under said provisions from and against any and all
liabilities (including expenses) imposed upon or reasonably incurred by him or
her in connection with any action, suit or other proceeding in which he or she
may be involved or with which he or she may be threatened, or other matters
referred to in or covered by said provisions both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the corporation. Such indemnification provided shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement or resolution adopted by the stockholders entitled to vote
thereon after notice.
ARTICLE
VIII
The
personal liability of all of the directors and officers of the corporation is
hereby eliminated to the fullest extent allowed as provided by the Nevada
Revised Statutes, as the same may be supplemented and amended.
5