EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
SENIOR CARE INDUSTRIES, INC.
The undersigned incorporator hereby forms a corporation Pursuant to the General
Corporation Law of the State of Nevada. (Chapter 78 of Nevada Revised Statutes).
ARTICLE I
CORPORATE NAME
The name of the Corporation is Senior Care Industries, Inc.
ARTICLE II
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE III
GENERAL PURPOSES
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Nevada.
ARTICLE IV
CAPITAL STOCK
(1) The total authorized capital of the Corporation shall consist of the
following: (a) 50,000,000 shares of common stock, $.01 par value per share, and
(b) 5,000,000 shares of preferred stock, $.01 par value per share.
(2) The Board of Directors is hereby authorized to establish, out of authorized
but unissued shares of preferred stock, one or more series of the preferred
stock and to fix and determine the relative rights, preferences and privileges
of the shares of any series of preferred stock so established.
(3) Any and all of such shares of common stock or preferred stock may be issued
for such consideration as shall be fixed from time to time by the Board of
Directors. The consideration shall be paid, in whole or in part, in money, in
other property, tangible or intangible, or in labor or services actually
performed for the Corporation. The Board of Directors shall establish the value
of any consideration paid in whole or in part in property, labor or services and
determination of value so made by the Board of Directors shall be binding upon
the Corporation and all shareholders. Shareholders shall not have pre-emptive
rights or be entitled to cumulative voting in connection with the shares of the
Corporation's common stock or preferred stock.
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ARTICLE V
REGISTERED OFFICE
The registered office of the Corporation in the State of
Nevada is c/o Pat Hartley, 3642 Boulder Highway, #387, Las Vegas,
Nevada 89121. The registered agent for the corporation at that
address is P. A. Hartley.
ARTICLE VI
DIRECTORS
The number of directors constituting the initial Board of directors of
the Corporation is one (1) and the name and address of the person who is to
serve as director until his successor is elected and shall qualify is:
David L. Kagel 1801 Century Park East
25th Floor
Los Angeles, California 90067
ARTICLE VII
NON-ASSESSABILITY
Shares of the Corporation shall not be subject to assessment for
payment of the debts of the Corporation.
ARTICLE VIII
CERTAIN CONTRACTS
No contracts or transaction between the Corporation and one or more of
its directors or officers or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors of officers or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
1. The material facts as to his interest and as to the contract or transaction
are disclosed or are known to the Board or Directors or the Committee, and the
Board or committee, in good faith, authorizes the contract or transaction by a
vote sufficient director or directors; or
2. The material facts as to his interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or
3. The contract or transaction is fair as to the Corporation as of the time it
is authorized, approved, or ratified, by the Board of Directors, a committed
thereof, or the stockholders.
Interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.
ARTICLE IX
BYLAWS
The Board of Directors shall have the power to make, adopt, amend, or
repeal the Bylaws of the Corporation.
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ARTICLE X
INDEMNIFICATION
Section 1. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, 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, against expenses (including attorneys'
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
2. The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened pending or completed action or
suit by or in the right of the fact that he is or was a director, officer,
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, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he aced in
good faith an in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
with such court shall deem proper.
3. To the extent that any person referred to in paragraphs 1 and 2 of this
Article X has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to therein or in defense of any claim, issue
or matter therein, th shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
4. Any indemnification under paragraphs 1 and 2 of this Article XI (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in paragraphs 1 and 2 of
this Article X. Such determination shall be made (a) by the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or other proceeding, or (b) if such quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the stockholders.
5. Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as provided
in this Article X.
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6. The indemnification provided by this Article X shall not be deemed exclusive
or any other rights to which those seeking indemnification may be entitled under
any statue, bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, office, employee or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
7. The Corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, 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 of other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article X
8. For the purposes of this section, references to "the corporation" include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving Corporation so that any person who is or was a director,
officer, employee or agent or such a constituent corporation or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
section with respect to the resulting or surviving corporation in the same
capacity.
ARTICLE XI
STOCKHOLDER ACTION BY CONSENT
Any corporate action upon which a vote of stockholders is required or
permitted may be taken without a meeting or vote of stockholders with the
written consent of stockholders having not less than a majority of all of the
stock entitled to vote upon the action if a meeting were held; provided, that in
no case shall the written consent be by holders having less than the minimum
percent of the vote required by statute for the proposed corporate action and
provided tht prompt notice be given to all stockholders of the taking of
corporate action without a meeting and by less that unanimous written consent.
ARTICLE XII
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statue, and all rights conferred upon stockholders
herein are granted Subject to this reservation.
ARTICLE XIII
INCORPORATOR
The name and mailing address of the incorporator of the Corporation is:
David L. Kagel 1801 Century Park East
25th Floor
Los Angeles, California 90067
The undersigned, for the purpose of forming a corporation under the
laws of the State of Nevada, does make, file, and record this Certificate, and
does certify that the facts stated herein are true; and has executed these
Articles of Incorporation.
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DATED this 18 day of August, 1999.
/s/ David L. Kagel
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David L. Kagel, Incorporator
STATE OF CALIFORNIA
County of Los Angeles
On this 15th day of August 1999, before me, Klint James McKay, a Notary
Public, personally appeared David L. Kagel, personally known to me, who
severally acknowledged that he executed the above instrument.
/s/ Klint James McKay
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Official Seal Notary Public
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CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
By Resident Agent
Pat Hartley hereby accepts the appointment as Resident Agent of the above named
corporation.
Pat Hartley
Resident Agent
/s/ Pat Hartley (Date) 8-18-99
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