Registration of Securities of a Small-Business Issuer — Form 10-SB Filing Table of Contents
1: 10SB12G Bluefire Ethanol Fuels, Inc. HTML 277K
2: EX-2.1 Stock Purchase Agreement HTML 322K
3: EX-3.1 Amended and Restated Articles of Incorporation HTML 23K
4: EX-3.2 Amended and Restated Bylaws HTML 110K
5: EX-10.1 Form Directors Agreement HTML 79K
6: EX-10.2 Form Executive Employment Agreement HTML 70K
7: EX-10.3 Technology License Agreement HTML 143K
8: EX-10.4 Asset Transfer and Acquisition Agreement HTML 120K
9: EX-21.1 Subsidiaries HTML 6K
EX-3.1 — Amended and Restated Articles of Incorporation
to the provisions of Sections 78.385 and 78.403 of the Nevada Revised Statutes,
as amended, the undersigned does hereby declare and certify that:
duly elected and acting President of Blue Fire Ethanol Fuels, Inc., a
corporation duly organized and existing under the laws of the State of Nevada
(the “Corporation.”), and he has been authorized to execute this certificate by
resolution of the Corporation’s board of directors.
of directors of this Corporation duly adopted resolutions on July 2, 2006,
proposing to amend and restate the Articles of Incorporation, declaring said
amendment and restatement to be advisable and in the best interests of this
Corporation and its stockholders and authorizing the appropriate officers of
this Corporation to solicit the consent of the stockholders therefore, which
resolution setting forth the proposed amendment and restatement is as
of the Corporation is: Blue Fire Ethanol Fuels, Inc.
of the corporation’s resident agent is The Corporation Trust Company of Nevada,
and the street address of the said resident agent where process may be served
6100 Neil Road, Suite 500, Reno, NV89511.
nature of the business and the objects and purposes proposed to be transacted,
promoted or carried on by the Corporation to engage in any lawful activity.
do any and all things necessary, suitable and proper for the accomplishment
any of the purposes, the fulfillment of any of the obligations, or the
furtherance of any of the powers hereinbefore set forth, either alone or in
association, partnership, or joint venture with other persons, firms, or
corporations, and to do every other act or acts, thing or things, incidental
appurtenant to, growing out of, or connected with, the aforesaid business or
powers, any part or parts thereof, provided the same be not inconsistent with
the laws under which Corporation is organized.
and foregoing statement of purposes shall be construed as a statement of both
purposes and powers and shall not be construed as limiting in any way the powers
conferred upon corporations generally by the laws of the State of
The aggregate number of shares which the Corporation shall have authority to
issue is One Hundred Million (100,000,000) Common Shares of one class, with
unlimited voting rights, all with par value of $0.001. and One Million
(1,000,000) shares of Preferred Stock, no par value, and which may be issued
one or more series at the discretion of the Board of Directors. The Board of
Directors is hereby vested with authority to fix by resolution or resolutions
the designations and the powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, including without limitation the dividend rate, conversion
or exchange rights, redemption price and liquidation preference, of any series
of shares of Preferred Stock, and to fix the number of shares constituting
such series, and to increase or decrease the number of shares of any such series
(but not below the number of shares thereof then outstanding). In case the
number of shares of any such series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to
adoption of the resolution or resolutions originally fixing the number of shares
of such series. All shares of any one series shall be alike in every particular
except as otherwise provided by these Articles of Incorporation or the Nevada
Business Corporation Act.
Dividends in cash, property or shares of the Corporation may be paid upon the
stock, as and when declared by the Board of Directors, out of funds of the
Corporation to the extent and in the manner permitted by law.
holders of the capital stock of this Corporation shall not have the preemptive
right to acquire additional unmissed Shares or treasury shares of the capital
stock of this Corporation, or securities convertible into the shares of capital
stock or carrying capital purchase warrants or privileges.
Voting of shares of stock of the Corporation shall not be allowed or authorized
in the election of the Board of Directors of the Corporation.
number of directors of the Corporation shall be established in accordance with
the Bylaws of the Corporation.
capital stock of Corporation, after the fixed consideration thereof has been
paid or performed, shall not be subject to assessment, and Stockholders of
Corporation shall not be individually liable for the debts and liabilities
Corporation shall have perpetual existence.
of Directors shall have the power and authority to make, alter, or amend the
Bylaws; to fix the amount, in cash or otherwise, to be reserved as working
capital; and to authorize and cease to be executed the mortgages and liens
the property and franchises of Corporation.
of Directors. A director of the Corporation shall not be personally liable
the Corporation or to its shareholders for damages for breach of fiduciary
as a director of the Corporation or to its shareholders for damages otherwise
existing for (i) any breach of the director’s duty of loyalty to the Corporation
or to its shareholders; (ii) acts or omission not in good faith or which involve
intentional misconduct or a knowing violation of the law; (Iii) acts revolving
around any unlawful distribution or contribution; or (iv) any transaction from
which the director directly or indirectly derived any improper personal benefit.
If Nevada Law is hereafter amended to eliminate or limit further liability
director, then, in addition to the elimination and limitation of liability
provided by the foregoing, the liability of each director shall be eliminated
limited to the fullest extent permitted under the provisions of Nevada Law
amended. Any repeal or modification of the indemnification provided in these
Articles shall not adversely affect any right or protection of a director of
Corporation under these Articles, as in effect immediately prior to such repeal
or modification, with respect to any liability that would have accrued, but
this limitation of liability, prior to such repeal or modification.
The Corporation shall indemnify, to the fullest extent permitted by applicable
law in effect from time to time, any person, and the estate and personal
representative of any such person, against all liability and expense (including,
but not limited to attorney’s fees) incurred by reason of the fact that he is or
was a director or officer of the Corporation, he is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of, or in any similar managerial or fiduciary position
another domestic or foreign corporation or other individual or entity of an
employee benefit plan. The Corporation shall also indemnify any person who
serving or has served the Corporation as a director, officer, employee,
fiduciary, or agent and that person’s estate and personal representative to the
extent and in the manner provided in any bylaw, resolution of the shareholders
or directors, contract, or otherwise, so long as such provision is legally
Corporation shall not be governed by, nor shall the provisions of Sections
78.378 through and including 78.3793 and Section 78.411 through and including
78.444 of the Nevada Revised Statutes, as amended, in any way whatsoever affect
the management, operation or be applied to Corporation. This Article XII may
only be amended by a majority vote of not less than 90% of the then issued
outstanding shares of Corporation. A quorum of outstanding shares for voting
an Amendment to this Article XII shall not be met unless 95% or more of the
issues and outstanding shares are present at a properly called and noticed
meeting of the Stockholders. The super-majority set forth in this Article XII
only applies to any attempted amendment to this Article.
WITNESS WHEREOF, the undersigned has executed this Amended and Restated Articles
of Incorporation this 2nd day of July, 2006.