ARTICLES OF INCORPORATION
OF
THE LUNAR RESOURCES COMPANY
The undersigned natural person of the age of eighteen (18) years
or more, acting as an incorporator of a corporation under the
Texas Business Corporation Act, hereby adopts the following
Articles of Incorporation for such corporation:
ARTICLE I
NAME
The name of the corporation is The Lunar Resources Company.
ARTICLE II
DURATION
The period of its duration is perpetual.
ARTICLE III
PURPOSE
The Lunar Resources Company is organized to advance and engage in
space flight as a commercial enterprise, to establish and operate
a permanent manned lunar base, and to transact any and all lawful
business--on Earth, in outer space, and on other celestial
bodies--for which corporations may be incorporated under the
Texas Business Corporation Act.
ARTICLE IV
SHARES
The aggregate number of shares which the corporation has
authority to issue is Twenty Million (20,000,000) shares of
One-Tenth Cent ($0.001) par value per share. Such shares are
designated as common stock and shall have identical rights and
privileges in every respect.
ARTICLE V
DENIAL OF PREEMPTIVE RIGHTS
The right of a shareholder referred to in Article 2.22-1 of the
Texas Business Corporation Act to exercise a preemptive right 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 shares of the
corporation is hereby denied.
ARTICLE VI
NONCUMULATIVE VOTING
Directors shall be elected by majority vote. No shareholder of
the corporation shall have the right to cumulate his votes in the
election of directors.
ARTICLE VII
VOTING
Each outstanding share of Common Stock will be entitled to one
vote on each matter submitted to a vote of shareholders.
ARTICLE VIII
POWER TO AMEND BYLAWS
Without limiting the power of the shareholders of the corporation
to amend or repeal the corporation's bylaws or to adopt new
bylaws, the Board of Directors shall have the power to amend or
repeal the corporation's bylaws and to adopt new bylaws.
ARTICLE IX
COMMENCEMENT OF BUSINESS
The corporation will not commence business until it has received
for the issuance of its shares consideration of the value of One
Thousand Dollars ($1,000), consisting of money, labor done, or
property actually received.
ARTICLE X
REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the
corporation is 213 Old Oaks, League City, Texas 77573, and the
name of its initial registered agent at such address is Gregory
R. Bennett.
ARTICLE XI
INITIAL DIRECTORS
The number of directors constituting the initial Board of
Directors is 15, and the names and addresses of the persons who
are to serve as directors until the first annual meeting of the
shareholders, or until their successor or successors are elected
and qualified are:
Gregory R. Bennett
213 Old Oaks
League City, Texas 77573
Melva G. Bennett
213 Old Oaks
League City, Texas 77573
David L. Burkhead
338 Wheeler, Apt. 1
Akron, Ohio 44304
Dana A. Carson
8382 Bodkin Avenue
Pasadena, MD 21122
Cynthia A. Griffin
16582 Space Center Boulevard
Houston, Texas 77058
Jerrell Scott Hanson
1809 Charro
Friendswood, Texas 77546
John Manford
710 East Shore
Clear Lake Shores, Texas 77565
Gregory W. Nemitz
2163 Missouri Street
San Diego, California 92109
Steven Peter Newman
5401 Greasewood Lane
Phelan, California 92329
Kevin O'Donnell, Jr.
3828 Abbey Court
Campbell, California 95008-2706
Jack Peters
111 Joy Lane
Conroe, Texas 77304
Howard G. Slade
709 Tanglewood Drive
Friendswood, Texas 77546
Ian Randal Strock
1380 East 17th Street
Brooklyn, New York 11230
Mark C. Sumner
23 Anawood Drive
Arnold, Missouri 63010
Becky Suzanne Thomson
6004 Westgate Drive, Apt. 104
Orlando, Florida 32835
The number of directors may hereafter be increased or
decreased as provided in the bylaws of the corporation.
ARTICLE XII
LIABILITY OF DIRECTORS
No director of the corporation shall be liable to the
corporation or its shareholders for monetary damages for an act
or omission in the director's capacity as a director, except that
this article does not eliminate or limit the liability of a
director to the extent the director is found liable for: (1) a
breach of the director's duty of loyalty to the corporation or
its shareholders; (2) an act or omission not in good faith that
constitutes a breach of duty of the director to the corporation
or an act or omission that involves intentional misconduct or a
knowing violation of the law; (3) a transaction from which the
director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's
office; or (4) an act or omission for which the liability of a
director is expressly provided for by an applicable statute.
ARTICLE XIII
ACTIONS BY SHAREHOLDERS WITHOUT A MEETING
Any action required by the Texas Business Corporation Act
to be taken at any annual or special meeting of shareholders, or
any action which may be taken at any annual or special meeting of
shareholders, may be taken without a meeting, without prior
notice, and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holder
or holders of shares having not less than the minimum number of
votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action
were present and voted.
ARTICLE XIV
INCORPORATOR
The name and address of the incorporator is:
Walter Earl Bissex
Winstead Sechrest & Minick P.C.
100 Congress Ave., Suite 800
Austin, Texas 78701
IN WITNESS WHEREOF, I have hereunto set my hand this the ____ day
of November, 1994.
Walter Earl Bissex
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RESOLUTION OF ACCEPTANCE OF THE ARTICLES OF INCORPORATION
APPROVED BY THE LUNAR RESOURCES COMPANY BOARD OF DIRECTORS
1. Acceptance of Articles of Incorporation.
RESOLVED, that the Articles of Incorporation of the
Corporation as filed in the Office of the Secretary of State of
the State of Texas on November 10, 1994, and as reviewed by the
directors of the Corporation, are hereby accepted and approved,
and the secretary of the Corporation is directed to place the
Articles of Incorporation in the corporate record book of the
Corporation.
2. Bylaws.
RESOLVED, that the Bylaws for the regulation of the affairs
of the Corporation, as reviewed by the directors of the
Corporation, are hereby accepted and approved, and the secretary
of the Corporation is directed to place the Bylaws in the
corporate record book of the Corporation.
3. Officers.
RESOLVED, that the following persons be, and they hereby
are, elected to serve as officers of the Corporation in the
capacities set forth opposite their respective names until such
time as their successors shall be elected and qualified:
President - Gregory R. Bennett
Vice President - Jack Peters
Secretary - Melva G. Bennett
Treasurer - Melva G. Bennett
4. Corporate Seal.
RESOLVED, that the form of seal of the Corporation, an
impression of which may appear in the margin of this Consent, is
hereby approved and adopted as the official seal of the
Corporation.
5. Stock Certificates.
RESOLVED, that the form of certificate attached hereto as
Exhibit "A" is hereby approved and adopted as the form of
certificate to evidence ownership of shares of Common Stock, one
cent par value per share (the "Common Stock"), of the
Corporation.
6. Issuance of Shares.
RESOLVED, that the Corporation shall issue to and in the
name of the following shareholder the number of shares of Common
Stock set forth below for and against receipt by the Corporation
of the consideration shown, and that when such shares of Common
Stock of the Corporation are so issued, they shall be duly
issued, validly outstanding, fully paid and nonassessable.
Shareholder Shares Consideration
Gregory R. Bennett ___________ _____________
RESOLVED FURTHER, that following issuance of such shares,
the Corporation will have received $1,000 for the issuance of
shares, and consequently, the Corporation may commence
transacting business and may incur indebtedness.
7. Depository Bank.
RESOLVED, that Nations Bank of Texas, N.A. be, and it hereby
is, designated the depository bank of the Corporation and that
the officers of the Corporation are hereby authorized to execute
the Resolution prepared by such bank for the establishment of
banking relations, a copy of which is attached as Exhibit "B" to
this Consent. Upon execution of such Resolution it will be
deemed to have been adopted in all respects by the Board of
Directors.
8. Fiscal Year.
RESOLVED, that the fiscal year of the Corporation shall end
on the date set forth in the Corporation's federal tax return.
9. S Corporation Election.
RESOLVED, that the Corporation elects to be taxed as a
"small business corporation" under Section 1361 of the Internal
Revenue Code of 1986, as amended, or any successor statutes
thereof.
10. Organizational Costs.
RESOLVED, that the treasurer of this Corporation be, and she
is hereby, authorized to pay all charges and expenses arising out
of the organization of this Corporation and to reimburse any
person who has made any disbursements therefor.
11. Authority.
RESOLVED, that the officers of the Corporation are hereby
severally authorized to (a) sign, execute, certify to, verify,
acknowledge, deliver, accept, file and record any and all such
instruments and documents, and (b) take, or cause to be taken,
any and all such action in the name of and on behalf of the
Corporation or otherwise (as in any such officer's judgment shall
be necessary, desirable or appropriate) in order to effect the
purposes of the foregoing resolutions.
