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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
IDMEDICAL.COM, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Incorporator being a
natural person of the age of twenty-one years or more and desiring to form a
body corporate under the laws of the state of Colorado does hereby sign, verify
and deliver to the Secretary of State of Colorado, these Articles of
Incorporation:
FIRST: NAME AND PRINCIPAL ADDRESS. The corporate name and style of this
Corporation is IDMEDICAL.com, Inc. The principal address is 4333 N. 30th Street,
Boulder, Colorado 80301.
SECOND: PURPOSES AND POWERS. The objects for which said Corporation is
formed and incorporated are as follows, to-wit:
1. The Corporation shall have and may exercise all of the
rights, powers and privileges now or hereafter conferred upon
corporations organized under the laws of Colorado. In addition, the
Corporation may do everything necessary, suitable or proper for the
accomplishment of any of its corporate purposes. The Corporation may
conduct part or all of its business in any other part of Colorado, of
the United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.
Additionally, by way of example and not limitation, the Corporation
shall have the power to:
a. Transact the business of investing on behalf of
itself or others, any part of its capital and such additional
funds as it may obtain, or any interest therein, either as
tenants in common or otherwise, and selling or otherwise
disposing of the same, or any part thereof, or interest
therein.
b. Issue bonds, debentures, or obligations of the
Corporation, from time to time, for any of the objects or
purposes of this Corporation, and to secure them by mortgage
or mortgages, or deed or deeds of trust, or pledge or lien on
any or all of the real and personal property, rights acquired
and to be acquired, and to sell or otherwise dispose of any or
all of them, all in such manner and upon such terms as the
Board of Directors may deem proper.
c. Lend or advance money or give credit to such
persons, firms, or corporations on such terms as may seem
expedient and in particular to customers and others having
dealings with the Corporation, and to give guarantees or to
become security for any such persons.
d. Make and enter into all kinds of contracts,
agreements, and operations by or with any person or persons,
corporation or corporations; to acquire and undertake all or
any part of the business assets and liabilities of any person
or firm, association, or corporation in connection therewith;
to take, acquire, purchase, hold, or rent, lease sell,
exchange, mortgage, improve, renovate, develop and otherwise
deal in and dispose of any and all property, real and
personal, of every description incidental to or capable of
being used in connection with the aforesaid business or any of
them.
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e. Purchase or otherwise acquire and hold, sell,
assign, transfer, mortgage, pledge, or otherwise dispose of
shares of the capital stock and bonds, debentures or other
evidences of indebtedness created by any other corporation or
corporations, domestic or foreign, and while the holder
thereof, to exercise all the rights and privileges of
ownership, including the right to vote thereon.
f. Purchase its own stock, when permitted by the laws
of the state in which it is incorporated or doing business; to
guarantee dividends on its own stock, and the stock of other
corporations.
g. Do all and everything necessary, suitable,
convenient or proper for the accomplishment of any of the
purposes or the attainment of any one or more of the objects
herein enumerated or incidental to the powers herein named, or
which shall, at any time, appear conducive to or expedient for
the protection or benefit of the Corporation, either as
holders of or interest in any property, or otherwise.
h. Acquire (for cash or in exchange for its assets or
securities or otherwise), operate, dispose of, and otherwise
deal and engage in any lawful business activity for which
corporations may be organized under the laws of Colorado.
THIRD: PERIOD OF DURATION. The said Corporation is to have perpetual
existence unless dissolved according to law.
FOURTH: CAPITAL STOCK. The total number of shares of all classes which
the Corporation shall have authority to issue is 100,001,000, of which 1,000
shares shall be Preferred Shares, par value $0.001 per share, and 100,000,000
shall be Common Shares, par value $0.001 per share, and the designations,
preferences, limitations, and relative rights of the shares of each class are as
follows:
1. Preferred Shares: The Corporation may divide and issue the
Preferred Shares in series. Preferred Shares of each series when issued
shall be designated to distinguish them from the shares of all other
series. The Board of Directors is hereby expressly vested with
authority to divide the class of Preferred Shares into series and to
fix and determine the relative rights and preferences of the shares of
any such series so established to the full extent permitted by these
Articles of Incorporation and the laws of the State of Colorado in
respect of the following:
a. The number of shares to constitute such series,
and the distinctive designations thereof;
b. The rate and preference of dividends, if any, the
time of payment of dividends, whether dividends are cumulative
and the date from which any dividend shall accrue;
c. Whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption;
d. The amount payable upon shares in event of
involuntary liquidation;
e. The amount payable upon shares in event of
voluntary liquidation;
f. Sinking fund or other provisions, if any, for the
redemption or purchase of shares;
g. The terms and conditions on which shares may be
converted, if the shares of any series are issued with the
privilege of conversion;
h. Voting powers, as a class, to elect up to two
directors to the Board of Directors, if any,
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i. Any other relative rights and preferences of
shares of such series including, without limitation, any
restriction on an increase in the number of shares of any
series theretofore authorized and any limitation or
restriction of rights or powers to which shares of any future
series shall be subject.
2. Common Shares:
a. The rights of holders of Common Shares to receive
dividends or share in the distribution of assets in the event
of liquidation, dissolution, winding up of the affairs of the
Corporation shall be subject to the preferences, limitations,
and relative rights of the Preferred Shares fixed in the
resolution or resolutions which may be adopted from time to
time by the Board of Directors of the Corporation providing
for the issuance of one or more series of the Preferred
Shares.
b. The holders of the Common Shares shall be entitled
to one vote for each share of Common Shares held by them of
record at the time for determining the holders thereof
entitled to vote.
c. Unless otherwise ordered by a court of competent
jurisdiction, at all meetings of stockholders a majority of
the stockholders entitled to vote at such meeting, represented
in person or by proxy, shall constitute a quorum.
d. The stockholders, by vote or concurrence of a
majority of the outstanding shares of the Corporation, or any
class or series thereof, entitled to vote on the subject
matter, may take any action which, except for this provision,
would require a two-thirds vote under the Colorado Business
Corporation Act.
FIFTH: DENIAL OF CUMULATIVE VOTING. Cumulative voting in the election
of Directors shall not be permitted by this Corporation.
SIXTH: DENIAL OF PREEMPTIVE RIGHTS. A shareholder of the Corporation
shall not be entitled to a preemptive right to purchase, subscribe for, or
otherwise acquire any unissued or treasury shares of stock of the Corporation,
or any options or warrants to purchase, subscribe for or otherwise acquire any
such unissued or treasury shares or any shares, bonds, notes, debentures, or
other securities convertible into or carrying options or warrants to purchase,
subscribe for or otherwise acquire any such unissued or treasury shares.
SEVENTH: INITIAL BOARD OF DIRECTORS. The affairs and management of this
Corporation shall be under the control of the Corporation's Board of Directors,
which shall consist of not less than one (1) nor more than five (5) directors.
The following person(s) shall serve as director(s) until the first annual
stockholders meeting or until their successors are duly elected and qualify:
Name Address
---- -------
Richard J. Schaller 1170 Hillview Rd.
Allentown, PA 18103
Neil A. Cox 4333 N. 30th St.
Boulder, CO 80301
Dr. Richard J. Schaller, Jr. 25 Dug Way
Watchung, NJ 07060
Dr. Vincent E. Schaller 556 Masters Lane
Magnolia, DE 19962
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EIGHTH: TRANSACTIONS WITH INTERESTED DIRECTORS AND OFFICERS. None of
the directors or officers of this Corporation shall, in the absence of fraud, be
disqualified by his office from contracting, leasing, or otherwise dealing with
this Corporation, either as a vendor, lessor, purchaser, or otherwise, of which
he shall be a member or in which he may have a pecuniary interest in any manner
be disqualified from doing business with the Corporation. No director or
officer, nor any firm, association or corporation or with which he is connected
as aforesaid shall be liable to account to this Corporation or its stockholders
for any profit realized by him from or through any such contract, lease or
transaction, it being the express intent and purpose of this Article to permit
this Corporation to buy or lease from, sell to or otherwise deal with
partnerships, firms or corporations of which the directors and officers are
affiliated or in which they or any of them may have a pecuniary interest, and
the contracts or leases of this Corporation, in the absence of fraud, shall not
be void or voidable or affected in any manner by reason of any such membership.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves, or ratifies such contract or transaction. Nothing shall
prevent an officer or director from being directly or indirectly involved in a
business enterprise that is in the same or similar line of business of that of
the Corporation.
NINTH: INDEMNIFICATION.
1. 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, fiduciary, or agent of the Corporation or
is or was serving at the request of the Corporation as a director,
officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses (including attorney fees), judgments, 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 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, or 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 in the best interests of the Corporation and with respect to any
criminal action or proceeding, had reasonable cause to believe his
conduct was unlawful.
2. 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, fiduciary or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorney
fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in the best interests of
the Corporation; but no indemnification shall be made in respect of any
claim, issue, or matter as to which such person has been adjudged to be
liable for negligence or misconduct in the performance of his duty to
the Corporation unless and only to the extent that the court in which
such action or suit was brought determines upon application that,
despite the adjudication of liability, but in view of all circumstances
of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which such court deems proper.
3. To the extent that a director, officer, employee, fiduciary
or agent of a corporation has been successful on the merits in defense
of any action, suit, or proceeding referred to in (1) or (2) or this
Article Ninth or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorney fees)
actually and reasonably incurred by him in connection therewith.
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4. Any indemnification under (1) or (2) of this Article Nine
(unless ordered by a court) and as distinguished from (3) of this
Article shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee, fiduciary or agent is proper in the
circumstances because he has met the applicable standard of conduct set
forth in (1) or (2) above. Such determination shall be made by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding, or,
if such a quorum is not obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or by the stockholders.
5. Expenses (including attorney fees) 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 in (3) or (4) above, upon receipt of an
undertaking by or on behalf of the director, officer, employee,
fiduciary or agent to repay such amount unless it is ultimately
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article Nine.
6. The indemnification provided by this Article Nine shall not
be deemed exclusive of any other rights to which those indemnified may
be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, and any procedure provided for
by any of the foregoing, 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, officer,
employee, fiduciary or agent and shall inure to the benefit of heirs,
executors, and administrators of such a person.
7. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee,
fiduciary or agent of the Corporation, or who is or was serving at the
request of the Corporation as a director, officer, employee, fiduciary
or agent of another corporation, partnership, joint venture, trust, or
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 provisions of this Article Nine.
8. Anything herein to the contrary notwithstanding, to the
fullest extent permitted by the Colorado Business Corporation Act, as
the same exists or may hereafter be amended, a director or officer of
this Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director or officer.
TENTH: LOCATIONS OF MEETINGS. The Board of Directors and stockholders
of this Corporation shall have the right to hold their meetings outside of the
State of Colorado when deemed most convenient or to the best interests of the
Corporation.
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ELEVENTH: REGISTERED AGENT. The name of the Corporation's Registered
Agent and the street address in Colorado for such Registered Agent where service
of process may be served are:
Neil A. Cox
4333 N. 30th St.
Boulder, CO 80301
The consent of the Registered Agent is designated by the signature of
the Registered Agent on these Articles of Incorporation.
TWELFTH: DISPOSITION OF CORPORATE ASSETS. The Board of Directors may at
any meeting, by a majority vote, sell, lease, exchange, and/or convey all of its
property and assets, including its good will and/or its corporate franchises,
upon such terms and conditions and for such consideration or considerations as
the Board of Directors in their sole discretion deem expedient and for the best
interest of the Corporation and said consideration or considerations may consist
in whole or in part of shares of stock and/or securities of any other
corporation or corporations; provided, however, in all such cases the
affirmative vote of the holders of a majority of the Common Stock of said
Corporation then issued and outstanding shall be voted in ratification of the
Board of Directors action, said vote to be taken at a special stockholders'
meeting of the Corporation, duly called for that purpose. Nothing herein shall
be construed to limit the power of the Board of Directors of the Corporation and
said Board shall have power in its sole discretion to sell, lease, exchange
and/or convey such parts or parcels of land or personal property or assets as
the Board of Directors determine are no longer necessary or expedient to be held
by the Corporation. It is, however, specifically understood that the Board of
Directors may at their discretion create a lien or mortgage on any or all of the
assets of the Corporation in order to borrow money should the Board of Directors
feel that it is necessary for the conduct of the business.
THIRTEENTH: ACCESS TO CORPORATIONS BOOKS AND RECORDS BY STOCKHOLDERS.
Stockholders shall at all times have the right to examine the books of the
Corporation except as limited by these Articles of Incorporation. Such
examination as hereinafter provided shall be made only by the shareholder in
person, and no extract from the books or records of the Corporation shall be
permitted to be made by any shareholder(s) of the Corporation. Such shareholder
shall give assurance in writing satisfactory to the Board of Directors that he
does not desire the information required or to be obtained by such inspection
for the purpose of communicating the same to others who are not stockholders
and, further, that he will not directly or indirectly disclose the Company's
business or affairs to any person or persons whomsoever.
No information in regard to the business or operations of the Corporation and no
copy of, or extract from, any of the books or records of the Corporation shall
be furnished to any person by any officer or director of the Corporation except
by direction and/or approval by the Board of Directors. Stockholders desiring
information in regard to the business or operations of the Corporation, or
desiring to make inspection of the books or records, shall first make
application in writing to the Board of Directors stating the specific purpose of
the application, the particular information desired and the books and records
required for that purpose by such shareholder before such examination, and shall
further satisfy the Board of Directors that said application is made in good
faith and that said examination will not be detrimental to the interests of the
Corporation.
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FOURTEENTH: REGISTERED HOLDER OF SHARES TREATED AS OWNER THEREOF. The
Corporation shall be entitled to treat the registered holder of any shares of
the Corporation as the owner thereof for all purposes, including all rights
deriving from such shares, and the Corporation shall not be bound to recognize
any equitable or other claim to, or interest in, such shares or rights deriving
from such shares on the part of any other person including without limiting the
generality hereof, a purchaser, assignee or transferee of such shares or rights
deriving from such shares, unless and until such other person becomes the
registered holder of such shares, whether or not the Corporation shall have
either actual or constructive notice of the claimed interest of such other
person. By way of example and not of limitation, until such other person has
become the registered holder of such shares, he shall not be entitled: to
receive notice of the meetings of the stockholders; to vote at such meetings; to
examine a list of the stockholders; to be paid dividends or other sums payable
to stockholders; or to own, enjoy and exercise any other rights deriving from
such shares against the Corporation.
FIFTEENTH: CONTROL OVER BYLAWS. The Board of Directors shall have the
power to make and amend such prudential Bylaws as they deem proper and not
inconsistent with the Constitution or the laws of the United States or of this
State for the management of the property of this Corporation, the regulation and
government of its affairs, and for the certification and transfer of its stock.
SIXTEENTH: INCORPORATOR. The name and address of the Incorporator is:
Neil A. Cox
4333 N. 30th St.
Boulder, CO 80301
Dated this 17th day of June 1999.
INCORPORATOR:
Signature: /s/ Neil A. Cox
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CONSENT OF REGISTERED AGENT
I hereby consent to my appointment as initial Registered Agent of the
Corporation in the foregoing Articles of Incorporation.
Signature: /s/ Neil A. Cox
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Neil A. Cox, as Registered Agent
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