Exhibit 3.0
CORPORATE CHARTER
I, Dean Heller, the duly elected and qualified Nevada Secretary of State, do
hereby certify that ICS (9614) did on the twentieth day of February, 1996 file
in this office the original Articles of Incorporation; that said Articles are
now on file and of record in the office of the Nevada Secretary of State, and
further, that said Articles contain all the provisions required by the law of
said State of Nevada.
IN WITNESS THEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Carson City, Nevada, this 20th day of February, 1996.
/s/ Dean Heller
Secretary of State
by
/s/ Marlene McFall
Certification Clerk
[File stamped as follows: >Filed in the office of the Secretary of State of the
State of Nevada February 20, 1996 No. 3613-96]
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ARTICLES OF INCORPORATION
OF
ICS (9614) INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a Corporation under and pursuant to the laws
of the State of Nevada, and we do hereby certify that:
ARTICLE I NAME: The exact name of this Corporation is:
ICS (9614) Inc.
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ARTICLE II RESIDENT AGENT:
The Resident Agent of the Corporation is Max C. Tanner, Esq., The Law Offices of
Max C. Tanner, 2950 East Flamingo Road, Suite G, Las Vegas, Nevada 89121.
ARTICLE III DURATION: The Corporation shall have perpetual existence.
ARTICLE IV PURPOSES: The purpose, object and nature of the business for which
this Corporation is organized are:
(a) To engage in any lawful activity;
(b) To carry on such business as may be necessary, convenient, or desirable to
accomplish the above purposes, and to do all other things incidental
thereto which are not forbidden by law or by these Articles of
Incorporation.
ARTICLE V POWERS: The powers of the Corporation shall be those powers granted by
78.060 and 78.070 of the Nevada Revised Statutes under which this corporation is
formed. In addition, the Corporation shall have the following specific powers:
(a) To elect or appoint officers and agents of the Corporation and to fix their
compensation;
(b) To act as an agent for any individual, association, partnership,
corporation or other legal entity;
(c) To receive, acquire, hold, exercise rights arising out of the ownership or
possession thereof, sell, or otherwise dispose of, shares or other
interests in, or obligations of, individuals, associations, partnerships,
corporations, or governments;
(d) To receive, acquire, hold, pledge, transfer, or otherwise dispose of shares
of the corporation, but such shares may only be purchased, directly or
indirectly, out of earned surplus;
(e) To make gifts or contributions for the public welfare or for charitable,
scientific or educational purposes, and in time of war, to make donations
in aid of war activities.
ARTICLE VI CAPITAL STOCK:
Section 1. Authorized Shares. The total number of shares which this Corporation
is authorized to issue is 25,000,000 shares of Common Stock at $.001 par value
per share.
Section 2. Voting Rights of Shareholders. Each holder of the Common Stock shall
be entitled to one vote for each share of stock standing in his name on the
books of the Corporation.
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Section 3. Consideration for Shares. The Common Stock shall be issued for such
consideration, as shall be fixed from time to time by the Board of Directors. In
the absence of fraud, the judgment of the Directors as to the value of any
property for shares shall be conclusive. When shares are issued upon payment of
the consideration fixed by the Board of Directors, such shares shall be taken to
be fully paid stock and shall be nonassessable. The Articles shall not be
amended in this particular.
Section 4. Preemptive Rights. Except as may otherwise be provided by the Board
of Directors, no holder of any shares of the stock of the Corporation, shall
have any preemptive right to purchase, subscribe for, or otherwise acquire any
shares of stock of the Corporation of any class now or hereafter authorized, or
any securities exchangeable for or convertible into such shares, or any warrants
or other instruments evidencing rights or options to subscribe for, purchase, or
otherwise acquire such shares.
Section 5. Stock Rights and Options. The Corporation shall have the power to
create and issue rights, warrants, or options entitling the holders thereof to
purchase from the corporation any shares of its capital stock of any class or
classes, upon such terms and conditions and at such times and prices as the
Board of Directors may provide, which terms and conditions shall be incorporated
in an instrument or instruments evidencing such rights. In the absence of fraud,
the judgment of the Directors as to the adequacy of consideration for the
issuance of such rights or options and the sufficiency thereof shall be
conclusive.
ARTICLE VII ASSESSMENT OF STOCK: The capital stock of this Corporation, after
the amount of the subscription price has been fully paid in, shall not be
assessable for any purpose, and no stock issued as fully paid up shall ever be
assessable or assessed. The holders of such stock shall not be individually
responsible for the debts, contracts, or liabilities of the Corporation and
shall not be liable for assessments to restore impairments in the capital of the
Corporation.
ARTICLE VIII DIRECTORS: For the management of the business, and for the conduct
of the affairs of the Corporation, and for the future definition, limitation,
and regulation of the powers of the Corporation and its directors and
shareholders, it is further provided:
Section 1. Size of Board. The members of the governing board of the Corporation
shall be styled directors. The number of directors of the Corporation, their
qualifications, terms of office, manner of election, time and place of meeting,
and powers and duties shall be such as are prescribed by statute and in the
bylaws of the Corporation. The name and post office address of the directors
constituting the first board of directors, which shall be One (1) in number are:
NAME ADDRESS
Anthony Michael Bigwood 2277 Lawson Avenue
West Vancouver
B.C., Canada V7V 2E3
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Section 2. Powers of Board. In furtherance and not in limitation of the powers
conferred by the laws of the State of Nevada, the Board of Directors is
expressly authorized and empowered:
(a) To make, alter, amend, and repeal the ByLaws subject to the power of the
shareholders to alter or repeal the ByLaws made by the Board of Directors.
(b) Subject to the applicable provisions of the ByLaws then in effect, to
determine, from time to time, whether and to what extent, and at what times
and places, and under what conditions and regulations, the accounts and
books of the Corporation, or any of them, shall be open to shareholder
inspection. No shareholder shall have any right to inspect any of the
accounts, books or documents of the Corporation, except as permitted by
law, unless and until authorized to do so by resolution of the Board of
Directors or of the Shareholders of the Corporation;
(c) To issue stock of the Corporation for money, property, services rendered,
labor performed, cash advanced, acquisitions for other corporations or for
any other assets of value in accordance with the action of the board of
directors without vote or consent of the shareholders and the judgment of
the board of directors as to value received and in return therefore shall
be conclusive and said stock, when issued, shall be fully paid and non
assessable.
(d) To authorize and issue, without shareholder consent, obligations of the
Corporation, secured and unsecured, under such terms and conditions as the
Board, in its sole discretion, may determine, and to pledge or mortgage, as
security therefore, any real or personal property of the Corporation,
including afteracquired property;
(e) To determine whether any and, if so, what part, of the earned surplus of
the Corporation shall be paid in dividends to the shareholders, and to
direct and determine other use and disposition of any such earned surplus;
(f) To fix, from time to time, the amount of the profits of the Corporation to
be reserved as working capital or for any other lawful purpose;
(g) To establish bonus, profit sharing, stock option, or other types of
incentive compensation plans for the employees, including officers and
directors, of the Corporation, and to fix the amount of profits to be
shared or distributed, and to determine the persons to participate in any
such plans and the amount of their respective participations.
(h) To designate, by resolution or resolutions passed by a majority of the
whole Board, one or more committees, each consisting of two or more
directors, which, to the extent permitted by law and authorized by the
resolution or the Bylaw, shall have and may exercise the powers of the
Board;
(i) To provide for the reasonable compensation of its own members by ByLaw, and
to fix the terms and conditions upon which such compensation will be paid;
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(j) In addition to the powers and authority herein before, or by statute,
expressly conferred upon it, 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, subject, nevertheless, to the provisions of the laws of the
State of Nevada, of these Articles of Incorporation, and of the ByLaws of
the Corporation.
Section 3. Interested Directors. No contract or transaction between this
Corporation and any of its directors, or between this Corporation and any other
corporation, firm, association, or other legal entity shall be invalidated by
reason of the fact that the director of the Corporation has a direct or indirect
interest, pecuniary or otherwise, in such corporation, firm, association, or
legal entity, or because the interested director was present at the meeting of
the Board of Directors which acted upon or in reference to such contract or
transaction, or because he participated in such action, provided that: (1) the
interest of each such director shall have been disclosed to or known by the
Board and a disinterested majority of the Board shall have nonetheless ratified
and approved such contract or transaction (such interested director or directors
may be counted in determining whether a quorum is present for the meeting at
which such ratification or approval is given); or (2) the conditions of N.R.S.
78.140 are met.
ARTICLE IX LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS: The personal
liability of a director or officer of the corporation to the corporation or the
Shareholders for damages for breach of fiduciary duty as a director or officer
shall be limited to acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law.
ARTICLE X INDEMNIFICATION: Each director and each officer of the corporation may
be indemnified by the corporation as follows:
(a) The corporation may 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), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with the
action, suit or proceeding, if he acted in good faith and in a manner which
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, suite or proceeding, by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, does 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 in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his conduct was
unlawful.
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(b) The corporation may 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 corporation, to procure a judgment
in its favor 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 amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defence or settlement
of the action or suit, if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals there from, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
(c) To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defence of any action,
suit or proceeding referred to in subsections (a) and (b) of this Article,
or in defence of any claim, issue or matter therein, he must be indemnified
by the corporation against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the defence.
(d) Any indemnification under subsections (a) and (b) unless ordered by a court
or advanced pursuant to subsection
(e) must be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must be
made:
(i) By the stockholders;
(ii) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
(iii)If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(iv) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
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(e) 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, suit 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. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors
or officers may be entitled under any contract or otherwise by law.
(f) The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section:
(i) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a
court pursuant to subsection (b) or for the advancement of expenses
made pursuant to subsection (e) may not be made to or on behalf of any
director or officer if a final adjudication establishes that his acts
or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
(ii) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
ARTICLE XI PLACE OF MEETING; CORPORATE BOOKS: Subject to the laws of the State
of Nevada, the shareholders and the Directors shall have power to hold their
meetings, and the Directors shall have power to have an office or offices and to
maintain the books of the Corporation outside the State of Nevada, at such place
or places as may from time to time be designated in the ByLaws or by appropriate
resolution.
ARTICLE XII AMENDMENT OF ARTICLES: The provisions of these Articles of
Incorporation may be amended, altered or repealed from time to time to the
extent and in the manner prescribed by the laws of the State of Nevada, and
additional provisions authorized by such laws as are then in force may be added.
All rights herein conferred on the directors, officers and shareholders are
granted subject to this reservation.
ARTICLE XIII INCORPORATOR: The name and address of the sole incorporator signing
these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
------------------ --------------------------------
1. Max C. Tanner 2950 East Flamingo Road, Suite G
Las Vegas, Nevada 89121
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation this 12th day of February, 1996.
/s/ Max C. Tanner
---------------------
Max C. Tanner
<PAGE>
STATE OF NEVADA )
)ss:
COUNTY OF CLARK )
On February 12, 1996, personally appeared before me, a Notary Public, Max
C. Tanner, who acknowledged to me that he executed the foregoing Articles of
Incorporation for ICS (9614) Inc., a Nevada corporation.
/s/ Ronald L. Drake
-----------------------------
Notary Public
NOTARY PUBLIC
County of Clark - State of Nevada
Ronald L. Drake
My appointment expires May 5, 1999
<PAGE>
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
IN THE MATTER OF ICS (9614) INC.
We, The Law Offices of Max C. Tanner, do hereby certify that on the 12th day of
February, 1996, we accepted the appointment as Resident Agent of the
above-entitled corporation in accordance with Sec. 78.090, NRS 1957.
Furthermore, that the principal office in this state is located at The Law
Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, City of Las Vegas
89121, County of Clark, State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of February, 1996.
THE LAW OFFICES OF MAX C. TANNER
By: /s/Max C. Tanner
Max C. Tanner, Esq.
Resident Agent
FILED in the office of the
Secretary of State of the
STATE OF NEVADA
MARCH 5, 1996 No. 3614-96
-------------
/s/Dean Heller
Dean Heller
Secretary of State
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
of
ICS (9614) INC.
Pursuant to NRS 78.380, the undersigned sole incorporator, Max C. Tanner of ICS
(9614) Inc., declares and certifies as follows:
1. Max C. Tanner is the sole incorporator of ICS (9614) Inc.
2. The original articles of incorporation of ICS (9614) Inc. were filed
on February 20, 1996 with the Nevada Secretary of State.
3. No partof the capital of ICS (9614) Inc. has been paid.
The Articles of Incorporation of ICS (9614) Inc. are hereby amended as
follows:
Article I - NAME: The exact name of the Corporation is:
Legal Protection Services Inc.
/s/Max C. Tanner
---------------------
Max C. Tanner, sole incorporator
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
On this 5th day of March, 1996, personally appeared before me, a Notary
Public, Max C. Tanner, sole incorporator of the above-mentioned Corporation, who
acknowledged that he executed the above instrument.
/s/Ronald L. Drake
-------------------
Signature of Notary
NOTARY PUBLIC
County of Clark - State of Nevada
RONALD L. DRAKE
My appointment expires May 5, 1999
Received
March 5, 1996
FILED in the office of the
Secretary of State of the
STATE OF NEVADA
July 16, 1997
No. C3613-96
-------------
/s/Dean Heller
Dean Heller
Secretary of State
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
FOR
LEGAL PROTECTION SERVICES INC.
Pursuant to NRS 78.380, the undersigned President and Secretary of Legal
Protection Services Inc. do hereby certify:
That the following amendments to the articles of incorporation were
approved by the Sole Director of said corporation by written consent in lieu of
a special meeting of the Sole Director, dated July 10, 1997, there being
3,418,000 shares authorized to vote and 2,567,000 shares having voted in favor
of the amended articles.
1. Name change
Article I - NAME: The exact name of the Corporation is:
Millennium Software, Inc.
2. Change of Authorized Capital
After giving effect to a one for four (1 for 4) reverse stock split of the
common stock, the authorized common stock shall be decreased from 25,000,000
shares, $.001 par value per share to 6,250,000 shares of common stock, $.004 par
value per share, which stock split and subsequent decrease in the number of
authorized shares shall be effective on July 31, 1997 pending approval from the
NASD. Any fractions created by the one for four (1 for 4) reverse stock split,
the authorized common stock shall be increased from 6,250,000 shares of common
stock, $.004 par value per share to 25,000,000 shares of common stock, $.004 par
value per share, also effective on July 31, 1997.
Accordingly,
Effective July 31, 1997, pending approval from the NASD, Article VI,
Section I, is hereby amended to read as follows:
Section 1. Authorized Shares. The total number of shares which this
Corporation is authorized to issue is 25,000,000 shares of common stock, $.004
par value per share, after giving effect to a one for four (1 for 4) reverse
stock split and a subsequent increase in the authorized shares of common
stock.This Certificate of Amendment of Articles of Incorporation may be executed
in two or more counterparts.
/s/Anthony M. Bigwood /s/ Elizabeth J. Bigwood
-------------------- ---------------------
Anthony M. Bigwood, President Elizabeth J. Bigwood, Secretary
<PAGE>
ACKNOWLEDGMENT
PROVINCE OF BRITISH COLUMBIA )
) ss.
CITY OF VANCOUVER )
On this 14th day of July, 1997, personally appeared before me, a Notary
Public, Anthony M. Bigwood, President of the above-mentioned Corporation, who
acknowledged that he executed the Certificate of Amendment of the Articles of
Incorporation of Legal Protection Services.
/s/ Joy M. Russell
-------------------
Notary Public
JOY M. RUSSELL
NOTARY PUBLIC
#204-2403 Marine Drive
West Vancouver, B.C.
(604) 926-4450 V7V 1L3
My signature and seal are on record with the United States Consulate in
Vancouver, British Columbia, Canada.
ACKNOWLEDGMENT
PROVINCE OF BRITISH COLUMBIA )
) ss.
CITY OF VANCOUVER )
On this 14th day of July, 1997, personally appeared before me, a Notary
Public, Elizabeth J. Bigwood, Secretary of the above-mentioned Corporation, who
acknowledged that she executed the Certificate of Amendment of the Articles of
Incorporation of Legal Protection Services.
/s/ Joy M. Russell
-------------------
Notary Public
JOY M. RUSSELL
NOTARY PUBLIC
#204-2403 Marine Drive
West Vancouver, B.C.
(604) 926-4450 V7V 1L3My signature and seal are on record with the United States
Consulate in Vancouver, British Columbia, Canada.
