ARTICLES OF INCORPORATION
OF
REMEDENT USA, INC.
(An Arizona Business Corporation*)
1. Name.
The name of the Corporation is Remedent USA, Inc.
2. Purpose.
The purpose for which this Corporation is organized is the
transaction of any or all l awful business for which corporations may be
incorporated under the laws of Arizona, as they may be amended from time to
time.
3. Initial Business.
The Corporation initially intends to conduct the business of
manufacturing and distribution.
4. Authorized Capital.
The Corporation shall have authority to issue 1,000,000 shares
of Common Stock.
5. Known Place of Business. (In Arizona)
The street address of the known place of business of the
Corporation is:
13802 N. Scottsdale Road
Suite 104-22
Scottsdale, AZ 85254
6. Statutory Agent. (In Arizona)
The name and address of the statutory agent of the Corporation
is:
Jean Louis Vrignaud
13802 N. Scottsdale Road
Suite 104-22
Scottsdale, AZ 85254
7. Board of Directors. (Minimum of one.)
The initial board of directors shall consist of 2 director(s).
The name(s) and address(es) of the person(s) who is(are) to serve as the
director(s) until the first annual meeting of shareholders or until
his(her)(their) successor(s) is(are) elected and qualifies is(are):
Jean Louis Vrignaud Rebecca M. Inzunza
13802 N. Scottsdale Road 7301 E. Evans Road
Suite 104-22 Scottsdale, AZ 85260
Scottsdale, AZ 85254
The number of persons to serve on the board of directors
thereafter shall be fixed by the Bylaws.
8. Officers.
The initial officer(s) of the Corporation who shall serve at
the pleasure of the board of directors is(are):
Rebecca M. Inzunza, President Jean Louis Vrignaud, Secretary
9. Incorporators. (Minimum of one.)
Jean Louis Vrignaud Rebecca Inzunza
13802 N. Scottsdale Road 7301 E. Evans Rd.
Scottsdale, AZ 85254 Scottsdale, AZ 85260
All powers, duties and responsibilities of the incorporators
shall cease at the time of delivery of these Articles of Incorporation to the
Arizona Corporation Commission.
--------
* Incorporated under and subject to Articles 1 through 17 of Title 10,
Arizona Revised Statutes, eff. 1/1/96.
<PAGE>
10. Indemnification of Officers, Directors, Employees and Agents.
The Corporation shall indemnify any person who incurs expenses
or liabilities by reason of the fact he or she is or was an officer, director,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise. This indemnification
shall be mandatory in all circumstances in which indemnification is permitted by
law.
11. Limitation of Liability.
To the fullest extent permitted by the Arizona Revised
Statutes as the same exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for any action taken or any failure to take any action as a
director. No repeal, amendment or modification of this article, whether direct
or indirect, shall eliminate or reduce its effect with respect to any act or
omission of a director of the Corporation occurring prior to such repeal,
amendment or modification.
EXECUTED this 30th day of September, 1996 by all of the incorporators.
Signed: _______________________
Acceptance of Appointment by Statutory Agent
The undersigned hereby acknowledges and accepts the appointment as statutory
agent of the above-named corporation effective this 30th day of September, 1996.
Signed
