Exhibit 3.1
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
1. Name corporation:
Western Glory Hole, Inc.
2. The articles have been amended as follows (provide article numbers, if applicable):
ARTICLE I – NAME
The name of this corporation shall be:
HEALTH ENHANCEMENT PRODUCTS, INC.
3. The vote be which the stockholders holding shares in the corporation enabling them to exercise at 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:
6,402,450 (62.5%)
4. Effective date of filing (optional):
5. Officer Signature (required): ____/s/ Howard R. Baer______________
Filed #: C1851-83
December 9, 2003
In the office of
Dean Heller
Secretary of State
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF WESTERN GLORY HOLE, INC.
We, the undersigned, Fred Hefferon, President and John Riche, Secretary of Western Glory Hole, Inc., do hereby certify that the Board of Directors of said corporation at a meeting duly convened, held on the 14th day of April, 1999 adopted a resolution to amend the original articles as follows:
ARTICLE FIRST WHICH PRESENTLY READS AS FOLLOWS:
ARTICLE FIRST
CORPORATE NAME
The name of the corporation is: L. Peck Enterprises, Inc.
IS HEREBY AMENDED TO READ AS FOLLOWS:
ARTICLE FIRST
CORPORATE NAME
The name of the corporation is: WESTERN GLORY HOLE, INC.
ARTICLE FOURTH WHICH PRESENTLY READS AS FOLLOWS:
ARTICLE FOURTH
STOCK
That the total number of voting common stock authorized that may be used by the Corporation is TWENTY FIVE HUNDRED (2,500) shares of stock without nominal or par value and no other class of stock shall be authorized. Said shares without nominal or par value may be issued by the corporation from time to time for such considerations as may be fixed from time to time by the Board of Directors.
IS HEREBY AMENDED TO READ AS FOLLOWS:
ARTICLE FOURTH
STOCK
The total authorized capital stock of the Corporation is 100,000,000 shares of Common Stock, with a par value of $0.001 (1 mil). All stock when issued shall be deemed fully paid and nonassessable. No cumulative voting, on any matter to which Stockholders shall be entitled to vote, shall be allowed for any purpose.
The authorized stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall, from time to time, determine. Shareholders shall not have pre-emptive rights to acquire unissued shares of stock of this Corporation.
ARTICLE FIFTH WHICH PRESENTLY READS AS FOLLOWS:
ARTICLE FIFTH
DIRECTORS
The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decrease in such manner as shall be provided by the By-Laws of this Corporation, providing that the number of directors shall not be reduced to less than three (3), except that in cases where all the shares of the corporation are unissued or owned beneficially and of record by either one or two stockholders, the number of directors may be less than three (3) but no less than the number of stockholders.
The name and post office address of the first Board of Directors shall be one (1) in number and listed as follows:
NAME
POST OFFICE ADDRESS
---------
-----------------------------------
Dorothy J. Laughlin
2527 N Carson, Suite 205,
Carson City, NV 89701
IS HEREBY AMENDED TO READ AS FOLLOWS:
ARTICLE FIFTH
DIRECTORS
The Directors are hereby granted the authority to do any act on behalf of the Corporation as may be allow by law. Any action taken in good faith, shall be deemed appropriate and in each instance where the Business Corporation Act provides that the Director may act in certain instances where the Articles of Incorporation so authorize, such action by the Directors, shall be deemed to exist in these Articles and the authority granted by said Act shall be imputed hereto without the same specifically having been enumerated herein.
The Board of Directors may consist from one (1) to nine (9) directors, as determined, from time to time by the then existing Board of Directors.
THE FOLLOWING NEW ARTICLES ARE HEREBY ADOPTED
---------------------------------------------
ARTICLE TWELVE
COMMON DIRECTORS
As provide by Nevada Revised Statutes 78.140, without repeating the section in full here, the same is adopted and no contract or other transaction between this Corporation and any of its officers, agents or directors shall be deemed void or voidable solely for that reason. The balance of the provisions of the code section cited, as it now exists, allowing such transactions, is hereby incorporated in this Article as though more fully set-forth, and such Article shall be read and interpreted to provide the greatest latitude in its application.
ARTICLE THIRTEEN
LIABILITY OF DIRECTORS AND OFFICERS
No Director, Officer or Agent, to include counsel, shall be personally liable to the Corporation or its Stockholder for monetary damage for any breach shall be presumed that in accepting the position as an Officer, Director, Agent or Counsel, said individual relied upon and acted in reliance upon the terms and protections provided for by this Article, shall be liable to the extent provided by applicable law, for acts or omission which involve intentional misconduct, fraud or a knowing violation of law, or for the payment of dividends in violation of NRS 78.300.
ARTICLE FOURTEEN
ELECTION REGARDING NRS 78.378 - 78.3793 AND 78.411 - 78.444
This corporation shall NOT be governed by nor shall the provisions of NRS 78.378 through and including 78.3793 and NRS 78.411 through and including 78.444 in any way whatsoever affect the management, operation or be applied in this Corporation. This Article may only be amended by a majority vote of not less than 90% of the then issued and outstanding share of the Corporation. A quorum of outstanding shares for voting on an Amendment to this article shall not be met unless 95% or more of the issued and outstanding shares are present at a properly called and notices meeting of the Stockholders. The super-majority set-forth in this Article only applies to any attempted amendment to this Article.
The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 517,500; that the said change(s) and amendments 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/ Fred Hefferon
______________________________________
Fred Hefferon, President
/s/ John Riche
______________________________________
John Riche, Secretary/Treasurer
State of Utah
County of Salt Lake
On April 14, 1999, personally appeared before me, a Notary Public, Fred Hefferon and John Riche who acknowledged that they executed the above instrument.
[NOTARY SEAL] /s/ Lynette Noerring
_______________________________
Notary Public
ARTICLES OF INCORPORATION
OF
L. PECK ENTERPRISES, INC.
FIRST. The name of the corporation is:
L. PECK ENTERPRISES, INC.
SECOND. Its principal office in the State of Nevada a is located at 2527 North Carson Street, Suite 205, Carson City, Nevada 89701, that this corporation may maintain an office, or offices, in such other place within or without the State of Nevada as may be from time to time designated by the Board of Directors, or by the By-Laws of said Corporation, and that this Corporation may conduct all Corporation business of every kind and nature, including the holding of all meetings of Directors and Stockholders, outside the State of Nevada as well as within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To engage in any lawful activity.
FOURTH. That the total number of voting common stock authorized that may be used by the Corporation is TWENTY FIVE HUNDRED (2,500) shares of stock without nominal or par value and no other class of stock shall be authorized. Said shares without nominal or par value may be issued by the corporation from time to time for such considerations as may be fixed from time to time by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decrease in such manner as shall be provided by the By-Laws of this Corporation, providing that the number of directors shall not be reduced to less than three (3), except that in cases where all the shares of the corporation are unissued or owned beneficially and of record by either one or two stockholders, the number of directors may be less than three (3) but no less than the number of stockholders. The name and post office address of the first Board of Directors shall be one (1) in number and listed as follows:
NAME
POST OFFICE ADDRESS
--------- ----------------------------------
Dorothy J. Laughlin 2527 N Carson, Suite 205,
Carson City, NV 89701
SIXTH. The capital stock, after the amount of the subscription price or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
--------- ----------------------------------
Dorothy J. Laughlin 2527 N Carson, Suite 205,
Carson City, NV 89701
EIGHTH. The corporation is to have perpetual existence.
NINTH. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed, mortgages and liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the Corporation, which, to the extent provided in the resolution, or in the By-Laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee, or committees, shall have such name, or names, as may be stated in the By-Laws of the Corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of Directors deems expedient and for the best interests of the Corporation.
TENTH. No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.
ELEVENTH. This Corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of forming a Corporation pursuant to the General Corporation Laws of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true and accordingly have hereunto set my hand this 25th day of March, 1983.
/s/ Dorothy J. Laughlin
_____________________________
Dorothy J. Laughlin
STATE OF NEVADA )
COUNTY OF CARSON )
On this 25th day of March, 1983, in Carson City, Nevada, before me, the undersigned, a Notary Public in and for the County of Carson, State of Nevada, personally appeared:
Dorothy J. Laughlin
Known to me to be the person whose name is subscribed to the foregoing document and acknowledged to me that he/she executed the same.
NOTARY SEAL /S/ Angela Zimmerman
-------------------------------
Notary Public