ARTICLES OF INCORPORATION

OF

CONTINENTAL SOUTHERN RESOURCES, INC.

a Nevada corporation

 

We, the undersigned, being the President and Secretary herein named, for the

purpose of amending and restating the Articles of Incorporation of Expressions

Graphics, Inc. under the General Corporation Laws of the State of Nevada, do

make and file these Amended and Restated Articles of Incorporation, hereby

declaring and certifying that the facts herein stated are true:

 

ARTICLE I

NAME

 

The name of the corporation is Continental Southern Resources, Inc.

 

ARTICLE II

RESIDENT AGENT & REGISTERED OFFICE

 

Section 2.01. Resident Agent. The name and address of the Resident Agent for

service of process is Nevada Corporate Headquarters, Inc., 5300 West Sahara,

Suite 101, Las Vegas, Nevada 89146. Mailing Address: P.O. Box 27740, Las Vegas,

NV 89126.

 

Section 2.02. Registered Office. The address of its Registered Office is 5300

West Sahara, Suite 101, Las Vegas, Nevada 89146.

 

Section 2.03. Other Offices. The Corporation may also maintain offices for the

transaction of any business at such other places within or without the State of

Nevada as it may from time to time determine. Corporate business of every kind

and nature may be conducted, and meetings of directors and stockholders held

outside the State of Nevada with the same effect as if in the State of Nevada.

 

ARTICLE III

PURPOSE

 

The corporation is organized for the purpose of engaging in any lawful activity,

within or without the State of Nevada.

 

ARTICLE IV

SHARES OF STOCK

 

Section 4.01. Number and Class. The total number of shares of authorized capital

stock of the corporation that the corporation shall have the authority to issue

is One Hundred Sixty Million (160,000,000), of which One Hundred Fifty Million

(150,000,000) shares having a par value of $0.001 per share shall be designated

as Common Stock and Ten Million (10,000,000) shares having a par value of $0.001

per share shall be designated as Preferred Stock.

 

COMMON STOCK

 

The shares of Common Stock shall be alike and equal in all respects and shall

have one vote for each share.

 

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After any requirements with respect to preferential dividends, if any, on the

Preferred Stock have been met, then, and not otherwise, dividends payable in

cash or in any other medium may be declared by the Board of Directors and paid

on the shares of Common Stock. After distribution in full of the preferential

amount, if any, to be distributed to the holders of Preferred Stock in the event

of voluntary or involuntary liquidation, dissolution, distribution of assets or

winding-up of the Corporation, the holders of the Common Stock shall be entitled

to receive all of the remaining assets of the Corporation of whatever kind

available for distribution to stockholders ratably in proportion to number of

shares of Common Stock held by them respectively.

 

PREFERRED STOCK

 

The Preferred Stock may be issued in one or more series at such time or times

and for such consideration or considerations as the Board of Directors may

determine pursuant to a resolution or resolutions providing for such issuance

duly adopted by the Board of Directors (authority to do so being hereby

expressly vested in the Board of Directors) and such resolution or resolutions

shall also set forth, with respect to each such series of Preferred Stock, the

following:

 

(1) The distinctive designation, stated value and number of shares comprising

such series, which number may (except where otherwise provided by the Board of

Directors in creating such series) be increased or decreased (but not below the

number of shares then outstanding) from time to time by action of the Board of

Directors;

 

(2) The rate of dividend, if any, on the shares of that series, whether

dividends shall be cumulative and, if so, from which date, and the relative

rights of priority, if any, of payment of dividends on shares of that series

over shares of any other series;

 

(3) Whether the shares of that series shall be redeemable and, if so, the terms

and conditions of such redemption, including the date upon or after which they

shall be redeemable, and the amount per share payable in case of redemption,

which amount may vary under different conditions and at different redemption

dates, or the property or rights, including securities of any other corporation,

payable in case of redemption;

 

(4) Whether that series shall have a sinking fund for the redemption or purchase

of shares of that series and, if so, the terms and amounts payable into such

sinking fund;

 

(5) The rights to which the holders of the shares of that series shall be

entitled in the event of voluntary or involuntary liquidation, dissolution,

distribution of assets or winding-up of the Corporation, and the relative rights

of priority, if any, of payment of shares of that series;

 

(6) Whether the shares of that series shall be convertible into or exchangeable

for shares of capital stock of any class or any other series of Preferred Stock

and, if so, the terms and conditions of such conversion or exchange including

the rate of conversion or exchange, the date upon or after which they shall be

convertible or exchangeable, the duration for which they shall be convertible or

exchangeable, the event upon or after which they shall be convertible or

exchangeable at whose option they shall be convertible or exchangeable, and the

method of adjusting the rate of conversion or exchange in the event of a stock

split, stock dividend, combination of shares or similar event;

 

(7) Whether the shares of that series shall have voting rights in addition to

the voting rights provided by law and, if so, the terms of such voting rights;

 

(8) Whether the issuance of any additional shares of such series, or of any

shares of any other series, shall be subject to restrictions as to issuance, or

as to the powers, preferences or rights of any such other series; and

 

(9) Any other preferences, privileges and powers, and relative, participating,

optional or other special rights, and qualification, limitation or restriction

of such series, as the Board of Directors may deem advisable and as shall not be

inconsistent with the provisions of this Amended and Restated Articles of

Incorporation and to the full extent now or hereafter permitted by the laws of

the State of Nevada.

 

<PAGE>

 

Section 4.02. No Preemptive Rights. Holders of the Common Stock of the

corporation shall not have any preference, preemptive right, or right of

subscription to acquire any shares of the corporation authorized, issued or

sold, or to be authorized, issued or sold, and convertible into shares of the

Corporation, nor to any right of subscription thereto, other than to the extent,

if any, the Board of Directors may determine from time to time.

 

Section 4.03. Non-Assessability of Shares. The Common 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 Articles of

Incorporation shall not be amended in this particular.

 

ARTICLE V

DIRECTORS

 

Section 5.01. Governing Board. The members of the Governing Board of the

Corporation shall be styled as directors.

 

Section 5.02. Change in Number of Directors. The number of directors may be

increased or decreased by a duly adopted amendment to the Bylaws of the

corporation.

 

ARTICLE VI

PERIOD OF DURATION

 

The corporation is to have a perpetual existence.

 

ARTICLE VII

DIRECTORS' AND OFFICERS' LIABILITY

 

A director or officer of the corporation shall not be personally liable to this

corporation or its stockholders for damages for breach of fiduciary duty as a

director or officer, but this Article shall not eliminate or limit the liability

of a director or officer for (i) acts or omissions which involve intentional

misconduct, fraud or a knowing violation of law or (ii) the unlawful payment of

distributions. Any repeal or modification of this Article by the stockholders of

the corporation shall be prospective only, and shall not adversely affect any

limitation on the personal liability of a director or officer of the corporation

for acts or omissions prior to such repeal or modification.

 

ARTICLE VIII

INDEMNITY

 

Every person who was or is a party to, or is threatened to be made a party to,

or is involved in any action, suit or proceeding, whether civil, criminal,

administrative or investigative, by reason of the fact that he, or a person of

whom he is the legal representative, is or was a director or officer of the

corporation, or as its representative in a partnership, joint venture, trust or

other enterprise, shall be indemnified and held harmless to the fullest extent

legally permissible under the laws of the State of Nevada from time to time

against all expenses, liability and loss (including attorneys' fees, judgments,

fines and amounts paid or to be paid in settlement) reasonably incurred or

suffered by him in connection therewith. Such right of indemnification shall be

a contract right which may be enforced in any manner desired by such person. The

expenses of officers and directors incurred in defending a civil or criminal

action, suit or proceeding must be paid by the corporation as they are incurred

and in advance of the final disposition of the action, suite or proceeding, upon

receipt of an undertaking by or on behalf of the director or officer to repay

the amount if it is ultimately determined by a court of competent jurisdiction

that he is not entitled to be indemnified by the corporation. Such right of

indemnification shall not be exclusive of any other right which such directors,

officers or representatives may have or hereafter acquire, and, without limiting

the generality of such statement, they shall be entitled to their respective

rights of indemnification under any by-law, agreement, vote of stockholders,

provision of law, or otherwise, as well as their rights under this Article.

 

<PAGE>

 

Without limiting the application of the foregoing, the stockholders or Board of

Directors may adopt by-laws from time to time with respect to indemnification,

to provide at all times the fullest indemnification permitted by the laws of the

State of Nevada, and may cause the corporation to purchase and maintain

insurance on behalf of any person who is or was a director or officer of the

corporation, or is or was serving at the request of the corporation as director

or officer of another corporation, or as its representative in a partnership,

joint venture, trust or other enterprises against any liability asserted against

such person and incurred in any such capacity or arising out of such status,

whether or not the corporation would have the power to indemnify such person.

 

The indemnification provided in this Article shall continue as to a person who

has ceased to be a director, officer, employee or agent, and shall inure to the

benefit of the heirs, executors and administrators of such person.

 

ARTICLE IX

AMENDMENTS

 

Subject at all times to the express provisions of Section 4.03 which cannot be

amended, this corporation reserves the right to amend, alter, change, or repeal

any provision contained in these Articles of Incorporation or its Bylaws, in the

manner now or hereafter prescribed by statute or by these Articles of

Incorporation or said Bylaws, and all rights conferred upon the stockholders are

granted subject to this reservation.

 

ARTICLE X

POWERS OF DIRECTORS

 

In furtherance and not in limitation of the powers conferred by state the Board

of Directors is expressly authorized:

 

(1) Subject to the Bylaws, if any, adopted by the stockholders, to make, alter

or repeal the Bylaws of the corporation;

 

(2) To authorize and cause to be executed mortgages and liens, with or without

limit as to amount, upon the real and personal property of the corporation;

 

(3) To authorize the guaranty by the corporation of securities, evidences if

indebtedness and obligations of other persons, corporations and business

entities;

 

(4) To set apart out of any of the funds of the corporation available for

distributions a reserve or reserves for any proper purchase and to abolish any

such reserve;

 

(5) By resolution, to designate one or more committees, each committee to

consist of at least one director of the corporation, which, to the extent

provided in the resolution or in the Bylaws 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, and may authorize the seal of the

corporation to be affixed to all papers which may require it. Such committee or

committees shall have such name or names as may be stated in the Bylaws of the

corporation or as may be determined from time to time by resolution adopted by

the Board of Directors; and

 

(6) To authorize the corporation by its officers or agents to exercise all such

powers and to do all such acts and things as may be exercised or done by the

corporation, except and to the extent that any such statute shall require action

by the stockholders of the corporation with regard to the exercising of any such

power or the doing of any such act or thing.

 

In addition to the powers and authorities hereinbefore or by statute expressly

conferred upon them, the Board of Directors may exercise all such powers and do

all such acts and things as may be exercised or done by the corporation, except

as otherwise provided herein and by law.

 

<PAGE>

 

Stephen P. Harrington is the president of Expressions Graphics, Inc. and that

Gerald T. Harrington is the secretary of the corporation; that they have been

authorized to execute the foregoing certificate by resolution of the board of

directors, adopted by Unanimous Written Consent dated the 10th day of May, 2002

and that the foregoing certificate sets forth the text of the Articles of

Incorporation as amended to the date of the certificate.

 

 

 

 

Excerpt from 8-K February 27, 2004:

 

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

 

THE COMPANY

 

Continental Southern Resources, Inc. (the "Company") is a Nevada

corporation with principal executive offices located at 1001 Fannin, Suite 1700,

Houston, Texas 77002. We are engaged in the business of acquiring, exploring,

and developing oil and gas properties.

 

The Company announced today that it has completed a series of mutually

interdependent transactions that will significantly expand the scope and

objectives of the company under the leadership of a new management team. The

expanded organization will be renamed "Endeavour International Corporation" and

will continue to trade on the OTC Bulletin Board until further notice under the

symbol "CSOR." In connection with the name change, the Company expects to

announce a new ticker symbol shortly.

 

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

Endeavour International Corporation

2. The articles have been amended as follows: (provide article numbers, if available)

The first paragraph of Section 4.01 of Article IV is hereby amended to read in its entirety as follows:

“The total number of shares of authorized capital stock of the corporation that the corporation shall have the authority to issue is Four Hundred & Sixty Million (460,000,000), of which Four Hundred and Fifty Million (450,000,000) shares having a par value of $0.001 per share shall be designated as Common Stock and Ten Million (10,000,000) shares having a par value of $0.001 per share shall be designated as Preferred Stock.”

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: 135,779,963 (out of 145,519,920)

4. Effective date of filing: (optional)

N/A

(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

 

Description: (GRAPHIC)

 

Signature of Officer CORPORATE SECRETARY

 

*

lf any proposed amendment would alter or change any preference or any relative 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.

Nevada Secretary of State Amend Profit-After
Revised: 3-6-09

 

 

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 — After Issuance of Stock)

1. Name of corporation:

Endeavour International Corporation

2. The articles have been amended as follows: (provide article numbers, if available)

The first paragraph of Section 4.01 of Article IV is hereby amended to read in its entirety as follows:

“Section 4.01 Number and Class. The total number of shares of authorized capital stock of the corporation that the corporation shall have the authority to issue is One Hundred Thirty-Five Million (135,000,000), of which One Hundred Twenty-Five Million (125,000,000) shares having a par value of $0.001 per share shall be designated as Common Stock and Ten Million (10,000,000) shares having a par value of $0.001 per share shall be designated as Preferred Stock.”

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: 30,929,351 (out of 42,187,863).

4. Effective date and time of filing: (optional)

N/A

(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

X /s/ Andrea F. Sigerseth Signature of Officer CORPORATE SECRETARY

 

[As Filed: 05-24-2012]