EX-3 17 ex3-1_1.htm ARTICLES OF INCORPORATION OF BOON INDUSTRIES, INC. DATED MARCH 2, 2020

 

 

Exhibit 3.1.1

 

OFFICE OF THE SECRETARY OF STATE

(STATE OF OKLAHOMA LOGO)

 

CERTIFICATE OF INCORPORATION

 

BOON INDUSTRIES, INC.

 

WHEREAS, the Certificate of Incorporation of has been filed in the office of the Secretary of State as provided by the laws of the State of Oklahoma.

 

NOW THEREFORE, I, the undersigned, Secretary of State of the State of Oklahoma, by virtue of the powers vested in me by law, do hereby issue this certificate evidencing such filing.

 

IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the Great Seal of the State of Oklahoma.

 

(GRAPHIC) 

 

 

 

Filed in the city of Oklahoma City this 2nd day of March. 2020.
   
  (GRAPHIC)
  Secretary of State


 

 

OKLAHOMA SECRETARY OF STATE

 

(BARCODE) FILED - Oklahoma Secretary of State #1912821753 03/02/2020

 

(BARCODE)

CERTIFICATE OF INCORPORATION
BOON INDUSTRIES, INC.
AN OKLAHOMA CORPORATION

 

 

I, the undersigned, being the original Incorporator herein named, for the purpose of forming a corporation under the General Corporation Act Okla. Stat. Ann. Tit. 18 § 1001 et seq. (“GCA”) to do business both within and without the State of Oklahoma, do make and file this Certificate of Incorporation hereby declaring and certifying that the facts herein stated are true:

 

ARTICLE I
NAME

 

The name of the Corporation is Boon Industries, Inc.

 

ARTICLE II
PRINCIPAL OFFICE

 

The Corporation may maintain offices for the transaction of any business at such other places within or without the State of Oklahoma as it may from time to time determine. Corporate business of every kind and nature as may be conducted, and meetings of Directors and shareholders held outside the State of Oklahoma with the same effect as if in the State of Oklahoma.

 

ARTICLE III
PURPOSE

 

The Corporation is organized for profit and may engage in any lawful activity, within or without the State of Oklahoma.

 

ARTICLE IV

SHARES OF STOCK CAPITAL STOCK

 

Section 4.01 Stock. The Corporation shall have the authority to issue Five Hundred Fifty Million (550,000,000) shares of stock, of which Five Hundred Twenty- Nine Million Nine Hundred Ninety-Nine Thousand (529,999,000) shares are designated as Preferred Stock, having a par value $.0001 per share, of which Twenty Million (20,000,000) shares are further designated “Series A Preferred Stock” and One Thousand (1,000) shares are designated as “Series B Preferred Stock”, both of which having a par value $.0001 per share.

 

Section 4.02 No Preemptive Rights. Holders of the Stock of the Corporation shall not have any preemptive right, or right of subscription to acquire any shares of the corporation authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations of shares authorized or issued to be authorized or issued, and convertible into shares of the Corporation, nor to any right of subscription thereto, other than the extent, if any, the Board of Directors in its discretion, may determine from time to time.

 

(GRAPHICS)

 

 

Section 4.03 Assessment of Shares. The Stock of the Corporation, after the amount of the subscription price has been paid in money, property or services, as the Directors shall determine, shall not be subject to assessment to pay the debts of the Corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Certificate of Incorporation shall not be amended in this particular.

 

Section 4.04 Preferred Shares. The preferred stock may be issued in series from time to time with such designations, preferences, and relative participating, optional, or other rights, qualifications, limitations, or restrictions thereof as shall be stated and expressed in a resolution and/or Certificate of Designation providing for the issuance of such class, classes, or series adopted by the Board of Directors pursuant to the authority hereby given as provided by statute. No Preferred Stock shall be subject to any reverse split or reclassification which would result in the holder of any Preferred Stock owning lesser shares of Preferred Stock or receiving lesser Common Stock under any conversion rights established under a Certificate of Designation.

 

ARTICLE V

DIRECTORS

 

The business of this corporation shall be managed by its Board of Directors. The number of such directors shall not be less than one (1) and, subject to such minimum may be increased or decreased from time to time in the manner provided in the By-Laws. The name(s) and address(s) of the initial members of the Board of Directors is as follows:

 

Name Address
Mike Schatz 110 Spring Hill Drive, Suite 16, Grass Valley CA 95945

 

ARTICLE VI
INCORPORATOR

 

The name and address of the Sole Incorporator is Mike Schatz, 110 Spring Hill Drive, Suite 16, Grass Valley, CA 95945.

 

ARTICLE VII
PERIOD OF DURATION

 

This Corporation is to have A PERPETUAL existence.

 

ARTICLE VIII

AMENDMENT

 

Subject at all times to the express provisions of Section 4.03 on the Assessment of Shares, the Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its By-Laws, and all rights conferred upon shareholders are granted subject to this reservation.

 

 

ARTICLE IX

LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. In addition the Corporation shall have the power, in its bylaws or in any resolution of its stockholders or directors, to undertake to indemnify the officers and directors of this corporation against any contingency or peril as may be determined to be in the best interest of this corporation, and in conjunction therewith, to procure, at this corporation’s expense, policies of insurance.

 

ARTICLE X

CONTRACTS

 

No contract or other transaction between this corporation and any person, firm or corporation shall be effected by the fact that any officer or director of this corporation is such other party or is, or at some time in the future becomes, an officer, director or partner of such other contracting party, or has now or hereafter a direct or indirect interest in such contract.

 

ARTICLE XI

REGISTERED OFFICE AND REGISTERED AGENT

 

lnitial Registered 0ffice and initial Registered Agent. The address of the initial registered, office is 115 SW 89th Street, Oklahoma City, Oklahoma 73139, and the initial Registered Agent is National Registered Agents, Inc.

 

IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of March, 2020, hereby declaring and certifying that the facts stated herein above are true.

 

(-s- Mike Schatz)
Mike Schatz, Sole Incorporator