##### 



Exhibit 3.1 DEAN HELLER
    
    Entity #Secretary of State206 North Carson Street
    
    Document Number:Carson City, Nevada 89701-4299(775) 681-5708Date Filed:May 10, 2005In the office of
 ARTICLES OF INCORPORATION(PURSUANT TO NRS 78)
 Dean HellerSecretary of State
 Important Read attached instructions before completing form.
    
    ABOVE SPACE IS FOR OFFICE USE ONLY
  1.
    
    Name of Corporation:
    
    
    BOIS DARC ENERGY, INC.2.
    
    Resident Agent Name
and Street Address:(must be a Nevada
    
    
    NATIONAL REGISTERED AGENTS, INC. OF NV
Name
1000 EAST WILLIAMS STREET, SUITE 204
    
    CARSON CITY
    
    NEVADA
    
    89701address where process
may be served.)
    
    
    Street Address
    
    City
    
    
    
    Zip CodeOptional Additional Mailing Address
    
    City
    
    State
    
    Zip Code3.
    
    Shares:
(number of shares
    
    
    Number of shares
    
    
    
    Number of sharescorporation authorized
to issue.)
    
    
    with par value:
110,000,000                  
Par value: $0.01
    
    without par value: 04.
    
    Names, Addresses of
    
    
    1. GARY W. BLACKIEBoard of
    
    
    NameDirectors/Trustees:
    
    
    600 TRAVIS STREET, #6275
    
    HOUSTON
    
    TEXAS
    
    
    77002(attach additional
page if there is more than 3
    
    
    Street Address
    
    City
    
    State
    
    Zip Codedirectors/trustees.)
    
    
    2. WAYNE L. LAUFER
Name600 TRAVIS STREET, #6275
    
    HOUSTON
    
    TEXAS
    
    
    77002Street Address
    
    City
    
    State
    
    Zip Code3. M. JAY ALLISONName5300 TOWN & COUNTRY BLVD., SUITE 500
    
    FRISCO
    
    TEXAS
    
    
    77002Street Address
    
    City
    
    State
    
    Zip Code5.
    
    Purpose:(optional-see
instructions)
    
    
    The purpose of this Corporation shall be:
Any and all lawful activities for which corporations may be organized under NRS 78.6.
    
    Names, Address and
    
    
    JASON P. MAXWELL
    
    /s/ Jason P. MaxwellSignature of Incorporator.
    
    
    Name(attach additional
    
    
    LOCKE LIDDELL, 2200 ROSS AVENUE, #2200
    
    DALLAS
    
    TEXAS
    
    
    75201page if there is more
    
    
    Address
    
    City
    
    State
    
    Zip Codethan 1 incorporator.)7.
    
    Certificate of
Acceptance of
Appointment of
Resident Agent
    
    
    I hereby accept
appointment as Resident Agent for the above named business entity.Authorized Signature of R.A. or On Behalf of R.A. Company
    
    Date




---



##### 



DEAN HELLER
    
    Entity #Secretary of State206 North Carson Street
    
    Document Number:Carson City, Nevada 89701-4299(775) 681-5708Date Filed:May 10, 2005In the office of
 RESIDENT AGENT ACCEPTANCE Dean HellerSecretary of State
 General instructions for this form:
    
    ABOVE SPACE IS FOR OFFICE USE ONLY
 
  In the matter ofBois dArc Energy, Inc. I, National Registered Agents, Inc. of NV   hereby state that on May 9, 2005 I accepted the appointment as resident agent for the
above named business entity. The street address of the resident agent in this state is as
follows: 1000 East Williams Street
    
    
    
    Suite 204Physical Street Address
    
    
    
    Suite numberCarson City
    
    ,NEVADA
    
    
    
    89701City
    
    
    
    Zip CodeAdditional Mailing Address
    
    
    
    Suite numberCity
    
    State
    
    
    
    Zip CodeSignature:National Registered Agents, Inc. of NVBy: /s/ Paul Hagan
    
    
    
    May 9, 2005Authorized Signature of R.A. or On Behalf of R.A. Company
    
    
    
    DatePaul J. Hagan, Assistant Secretary




---



##### 



Articles of Incorporation of
 Bois dArc Energy, Inc.
 EXHIBIT A This Exhibit A is incorporated into the Articles of Incorporation of Bois dArc Energy, Inc. (the
Corporation) and made a part thereof. The following lists the names and addresses of the six (6)
additional persons who are also directors of the Corporation (in addition to the three persons
named above). Roland O. Burns
    
    5300 Town & Country Blvd.Suite 500Frisco, Texas 75034David K. Lockett
    
    5300 Town & Country Blvd.Suite 500Frisco, Texas 75034Cecil E. Martin
    
    5300 Town & Country Blvd.Suite 500Frisco, Texas 75034David W. Sledge
    
    5300 Town & Country Blvd.Suite 500Frisco, Texas 75034D. Michael Harris
    
    600 TravisSuite 6275Houston, Texas 77022John Duvieilh
    
    600 TravisSuite 6275Houston, Texas 77022




---



##### 



Articles of Incorporation
of
Bois dArc Energy, Inc. Pursuant to Item 8 of the Instructions for Articles of Incorporation (pursuant to N.R.S. 78), this
Section 8 is hereby incorporated into the Articles of Incorporation of Bois dArc Energy, Inc. (the
Corporation) and made a part thereof. 8.Optional Provisions 8A. Authorized Common and Preferred Stock. Of the 110,000,000 shares of authorized
stock, par value $0.01 per share, one hundred million (100,000,000) shares are common stock
(Common Stock), and ten million (10,000,000) shares are preferred stock (Preferred Stock). The
shares of Common Stock shall be identical in all respects and shall have one vote per share on all
matters on which stockholders are entitled to vote. The Preferred Stock may be issued in one or
more series, the shares of which shall be identical in all respects and shall have such voting,
dividend, conversion and other rights, and such preferences and privileges, as may be determined by
resolution of the Board of Directors of the Corporation. 8B. Limitations on Director Liability. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders or creditors for damages resulting from
any action or failure to act in his or her capacity as a director or officer of the Corporation
unless it is proven that (i) his or her act or failure to act constituted a breach of his or her
fiduciary duties as a director or officer; and (ii) his or her breach of those duties involved
intentional misconduct, fraud or a knowing violation of law. Any repeal or amendment of this
Section 8B. by the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the Corporation arising
from an act or omission occurring prior to the time of such repeal or amendment. In addition to
the circumstances in which a director of the Corporation is not personally liable as set forth in
the foregoing provisions of this Section 8B., a director shall not be liable to the Corporation or
its stockholders or creditors to such further extent as permitted by any law hereafter enacted,
including, without limitation, any subsequent amendment to the Nevada Revised Statutes (NRS). 8C. Denial of Preemptive Rights. No stockholder of the Corporation shall have, by
reason of holding shares of any class of stock of the Corporation, any preemptive or preferential
right to purchase or subscribe for any shares (including treasury shares) of any class of stock of
the Corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other
security convertible into or carrying options, warrants or rights to purchase shares of any class,
now or hereafter to be authorized, whether or not the issuance of any shares of such notes,
debentures, bonds or other security would adversely affect the dividend or voting rights of any
such stockholder, other than such rights, if any, as the Board of Directors, in its discretion,
from time to time may grant, and at such price as the Board of Directors in its discretion may fix;
and the Board of Directors may issue shares of any class of stock of the Corporation or any notes,
debentures, bonds or other securities convertible into or carrying options, warrants or rights to
purchase shares of any class without offering any such shares of any class or such notes,
debentures, bonds or other security either in whole or in part to the existing stockholders of any
class. 8D. Denial of Cumulative Voting. The right to cumulate votes in the election of
directors and/or cumulative voting by any shareholder is hereby expressly denied. 8E. Amendment of Bylaws. In furtherance, and not in limitation of the powers
conferred by statute, the directors of the Corporation shall have the power to adopt, amend and
repeal the Bylaws of the Corporation. 8F. Number of Directors. The members of the governing board of the Corporation shall
be styled as directors. The number of directors which shall constitute the entire Board of
Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. The
number of directors constituting the initial board of directors is nine (9), subject to adjustments
as provided in the Bylaws.