ARTICLES OF INCORPORATION
-------------------------
OF
--
FIBER GLASS INDUSTRIES CORP, OF AMERICA
---------------------------------------
We, the undersigned, hereby associate ourselves together for the purpose of
becoming a corporation under the laws of the State of Florida, providing for the
formation of a corporation for profit, with the power, rights, privileges and
immunities hereinafter mentioned, and we make, subscribe and acknowledge, and
file with the Secretary of State of Florida, these Articles of Incorporation,
and to that end we do by these Articles set forth:
ARTICLE I
----------
The name of this corporation shall be FIBER GLASS INDUSTRIES CORP. of
AMERICA.
ARTICLE II
-----------
The general nature of the business, objects and purpose proposed to be
carried on and transacted, are to do any and all things allowed and permitted to
be done by corporations under the Statutes of the State of Florida, and to do
any and all things hereinafter mentioned us fully and to same extent as natural
person might or could do, to-wit;
(a) To engage in any commercial, industrial and agricultural enterprise
calculated or designed to be profitable to this corporation and in conformity
with the laws of the State of Florida.
To generally engage in, to, and perform, any enterprise, act or vocation
that a natural person might or could do or perform;
To) engage in the manufacture, sale, purchase, importing and exporting of
merchandise and personal property of all manner and description, to act as
agents for the purchase, sale and handling of goods, wares, and merchandise of
any and all types and description for the account of the corporation or as
factors, agent, procedure, or otherwise for or on behalf of another.
<PAGE>
(b) To buy, sell, trade, manufacture, deal in and with goods, wares
and merchandise of every kind and nature, and to carry on such business as
wholesalers, retailers, importers and exporters; to acquire all such
merchandise, supplies, materials and other articles as shall be necessary or
incidental to such business.
(c) To buy, sell trade, manufacture, deal in and with fiber glass
products of every kind, character and nature and to carry on such business as
wholesalers, retailers, importers, exporters and manufacturers and to acquire
all such merchandise, supplies, materials and other articles necessary or
incidental to such business.
(d) To purchase, acquire, apply for secure, hold, or own any and all
copyrights, trademarks, trade names and distinctive marks; and to license,
lease, or authorize the use thereof by other persons, firms or corporations.
(e) To buy, sell, trade, manufacture, deal in, and deal with goods,
wares and merchandise of every kind and nature, and to carry on such business as
wholesalers, retailers, importers and exporters; to acquire all such
merchandise, supplies, materials, and other articles as shall be necessary or
incidental to such business; to hold, acquire, mortgage, lease, and convey real
and personal property in any part of the world, so far as necessary or expedient
in conducting the business of the corporation; and to have any and all powers
above set forth as fully as natural persons, whether as principals, agents
trustees, or otherwise.
(f) To purchase or otherwise acquire letters patent, concessions,
licenses, inventions, rights, and privileges, subject to royalty or otherwise,
and whether exclusive, non-exclusive, or limited, or any part interest in such
letters patent, concessions, licenses, inventions, rights and privileges,
whether in the United States or in any other part of the world.
To sell, let or grant any patent rights, concessions, licenses, inventions,
rights or privileges belonging to the company, or which it may acquire, or any
interest on the same.
<PAGE>
To register any patent or patents for any invention or inventions, or
obtain exclusive or other privileges in respect of the same, in any part of the
world, and to apply for, exercise, use, or otherwise deal with or turn to
account any patent rights, concessions, monopolies, or other rights or
privileges, either in the United States or in any other part of the world.
(g) To manufacture, buy, sell, deal in, and to engage in, conduct and carry
on the business of manufacturing, buying, selling and dealing in goods, wares,
and merchandise of every class and description.
(h) To buy, sell, exchange and invest in real properties, improved and
unimproved, and buildings of every class and description; to improve, manage,
operate, sell, buy, mortgage, lease or otherwise acquire or dispose of any
property real or personal, and take mortgages and assignment of mortgages upon
the same; to make and obtain loans upon real estate, improved or unimproved, and
upon personal property, giving or taking evidences of indebtedness and securing
the payment thereof by mortgage, trust deed, pledge or otherwise; to enter into
contracts to buy or sell any property, real or persona; to buy and sell
mortgages, trust deeds, contracts and evidences of indebtedness; to purchase or
otherwise acquire, for the purpose of holding or disposing of the same, real or
personal property of every kind and description, including the good will, stock,
rights, and property of any person, firm, association or corporation, paying for
the same in cash, stock or bonds of this corporation; to draw make accept,
indorse, discount, execute and issue promissory notes, bills of exchange,
warrants, bonds, debentures, and other negotiable instruments or transferable
instruments, or obligations of the corporation, from time to time, for any of
the objects or purposes of the corporation; to carry on all or any of its
operations without restriction or limit as to amount; to purchase, acquire,
hold, own, mortgage, sell, convey or otherwise dispose of real or personal
property, of every class and description in any state, district, territory,
colony or foreign country subject to the laws of such state, territory, or
foreign country.
(i) To borrow money and contract debts when necessary for the transaction
of the business or for the exercise of its corporate rights, privileges, or
franchises or for any other lawful purpose of its incorporation; to issue bonds,
promissory notes, bills of exchange, debenture and other obligations and
evidence of indebtedness, payable at a specified event or events whether secured
by mortgage, pledge or otherwise, or unsecured, for money borrowed or in payment
for property purchased or acquired or for any other lawful objects.
(j) To guaranty, hold, purchase, sell, assign, pledge, mortgage or
otherwise dispose of the shares of capital stock or any bonds, securities, or
evidence of indebtedness created by, any other corporation or corporations of
this State, or any other States or Government, and while the owner of such stock
to exercise all the rights, powers and privileges of ownership, including the
right to vote thereon.
(k) The purposes specified herein shall be construed both as purposes and
powers and shall in no wise be limited or restricted by reference to, or
inference from, the terms of any other clause in this or any other Article, but
the purposes and powers specified in each of the clauses herein shall be
regarded as independent purposes and powers, and the enumeration of specific
purposes and powers shall not be construed to limit or restrict in any manner
the meaning of the general terms or of the general powers of the corporation
under the laws of the State of Florida; nor shall the expression of one thing be
deemed to exclude another, although it be of like nature not expressed.
(l) To do all and everything necessary and proper for the accomplishment of
the objects enumerated in these Articles of Incorporation or any amendment
thereof or necessary or incidental for the protection or benefit of the
corporation, and in general attainment similar in nature to the objects set
forth herein.
<PAGE>
ARTICLE III
------------
The maximum number of shares of stock which the corporation is authorized
to issue and have outstanding at any time is five hundred thousand shares
(500,000) shares of common stock, which shall have a par value of $0.10 per
share
ARTICLE IV
-----------
The amount of capital with which this corporation will begin business is
not less than the sum of SIX THOUSAND NINE HUNDRED DOLLARS and 20/100 DOLLARS
($6,900.20).
ARTICLE V
----------
The existence of this corporation shall be perpetual unless sooner
dissolved according to law.
ARTICLE VI
-----------
The principal place of business of this corporation is to be located at 730
N. W. 59th street, Miami, Dade County, Florida.
ARTICLE VII
------------
The number of Directors of this corporation shall not be less than three
(3) nor more than eight (8)
ARTICLE VIII
-------------
The names and post office addresses of the first Board of Directors are as
follows:
JOHN C. SCOTT, Sr. 730 N. W. 59th Street, Miami, Florida
JOHN C. SCOTT, Jr. 730 N. W. 59th Street, Miami, Florida
BETTY J. MILLER 410 Navarre Street, Coral Gables, Florida.
who shall hold office for the first year of the corporation, or until their
successors are elected and have qualified.
ARTICLE IX
-----------
The names and post office addresses of each subscriber of the Articles of
Incorporation, the officers, the amounts that they are investing in the
business, and a statement of the number of shares of stock which he or she
agrees to take, are as follows:
JOHN C. SCOTT, Sr. 730 N. W. 59th street, 69,000 shares
President-Treasurer Miami, Florida. $6,900.00
JOHN C. SCOTT, Jr. 730 N. W. 59th street 1 share
Vice President Miami, Florida. $0.10
BETTY J. MILLER 410 Navarre Street 1 share
Secretary Coral Gables, Florida $0.10
-5-
<PAGE>
ARTICLE X
----------
The Directors of the corporation, in addition to the powers conferred by
the laws of the State of Florida, shall have the power to make, alter, and
repeal the By-laws, and to set apart, reserve or reserves for any proper
purpose, and to alter or abolish such reserve.
(a) The corporation shall have the first lien on the shares of it's
members' stock and upon all dividends due them for any indebtness by such
members to the corporation.;
(b) The private property of the stock holders shall not be subject to
the payment of the corporate debts to any extent whatsoever.
(c) The corporation shall have full power and lawful authority to
accept property, real, personal, or mixed, labor and services, in payment for
shares of its capital stock, in lieu of cash, at a just valuation, to be fixed
by its Board of Directors.
(d) The shares of the capital stock of the corporation when
certificates thereof shall be issued, shall be fully paid and non-accessible.
(e) Shares of Capital stock of the corporation shall be transferred
only on the books of the corporation by the holder thereof on person or by his
attorney, upon the surrender and cancellation of a certificate or certificates
for a like number of shares.
(f) The number of Directors of the corporation shall be fixed and may
be provided in the By-laws. In case of any increase in the number of directors,
the additional directors may be elected by the directors, or by the stockholders
at an annual or special meeting, as shall be provided in the By-laws.
(g) At all elections of the Directors of this corporation each
stockholder shall be entitled to as many votes as shall be equal to the number
of his shares of stock, multiplied by the number of directors o be elected, and
he may cast all of such votes for a single Director, or may distribute them
among the number to be voted for, or any two or more of them, as he may see fit.
<PAGE>
(h) The Directors shall have power, with the consent in writing of a
majority of the holders of the voting stock issued and outstanding, or upon the
affirmative vote of the holders of a majority of the stock issued and
outstanding having voting power, to sell, lease, or exchange all of its property
and assets, including its good will and corporate franchises, upon such terms
and conditions as the Board of Directors deem expedient and for the best
interest of the corporation.
(i) The Directors shall also have the power to determine the use and
disposition of any surplus or net profits over and above the capital stock paid
in, and in their discretion may use and apply and such surplus or accumulated
profits in purchasing or acquiring the bonds or other obligations of shares of
capital stock so purchased and/or acquired may be resold, unless such shares
shall have been retired for the purpose of decreasing the corporation's capital
stock as provided by law.
(k) The Director's in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders, or at
any meeting of the stockholder's called for the purpose of considering any such
<PAGE>
act or contract, and any contract or act shall be approves or be ratified by the
vote of the holders of a majority of the capital stock of the company which is
represented in person or by proxy at such meeting (provided, that a lawful
quorum of stockholders be there represented in person or by proxy) shall be as
valid as binding upon the corporation or ratified by every stockholders of the
corporation ,whether of not the contract or act would otherwise be open to legal
attack because of Director's interest, or for any other reason.
IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed our
seals at Miami, Dade County, Florida, this 25th day of February, A.D. 1960
/s/ JOHN C. SCOTT, Sr. (Seal)
----------------------------
JOHN C. SCOTT, Sr.
/s/ JOHN C. SCOTT, Jr. (Seal)
----------------------------
JOHN C. SCOTT, Jr.
/s/ BETTY J. MILLER (Seal)
----------------------------
BETTY J. MILLER
STATE OF FLORIDA:
ss:
COUNTY of DADE :
I HEREBY CERTIFY that on this day personally appeared before me, an officer
duly authorized to take oaths and acknowledgements under the laws of the state
of Florida, JOHN C. SCOTT, Sr., JOHN C. SCOTT, Jr. and BETTY J. MILLER to me
well known to be the persons described in and who executed the forgoing Articles
of Incorporation of FIBER GLASS INDUSTRIES CORP. of AMERICA, and they
acknowledged before me, each for himself or herself and not one for the other,
that they executed the same freely and voluntarily and for the purpose therein
expressed.
WITNESS my hand and official seal at Miami, Dade County , Florida, the 24th
day of February, A.D. 1960.
/s/
Notary Public, State of Florida at Large
My Commission expires:
<PAGE>
STATEMENT OF AMENDMENT OF CERTIFICATE
AND ARTICLES OF INCORPORATION OF FIBER
GLASS INDUSTRIES CORP. of AMERICA
---------------------------------
We, the undersigned being all of the directors and stockholders of FIBER
GLASS INDUSTRIES CORP. of AMERICA, a Florida Corporation, by this written
statement, manifest our intent that certain amendment of the Articles and
Certificate of Incorporation as herein after set forth, be made, that is to
say:
It was resolved: That section (g) of Article X, of the ARTICLES OF
INCORPORATION OF FIBER GLASS INDUSTRIES CORP. of AMERICA, be amended to read as
follows:
(g) At all elections of the directors of this Corporation,
the Directors shall be chosen by a parity of the
votes cast at such election
IN WITNESS WHEREOF: we have hereunto affixed our hands and the corporate
seal of the above corporation, at Miami, Dade County, Florida, this 18 day of
--
May, 1960
---
/s/ JOHN C. SCOTT, Sr.
----------------------------------
JOHN C. SCOTT, Sr.
/s/ JOHN C. SCOTT, Jr.
----------------------------------
JOHN C. SCOTT, Jr.
/s/ BETTY J. MILLER
----------------------------------
BETTY J. MILLER
SWORN TO and subscribed before me this 18 day of May, 1960.
---- ----
/s/ John E Bakers
----------------------------------
Notary Public
<PAGE>
STATEMENT ON AMENDMENT OF CERTIFICATE
AND ARTICLES OF INCORPORATION OF FIBER
GLASS INDUSTRIES CORP. OF AMERICA.
----------------------------------
We the undersigned being all of the directors and stockholders of FIBER
GLASS INDUSTRIES CORP. of AMERICA, a Florida corporation, by this written
statement, manifest our intent that a certain amendment of the Articles and
Certificate of Incorporation as hereinafter set forth, be made, that is to say:
Be It Resolved: That Section (d) of Article I, of the Articles of
Incorporation of FIBER GLASS INDUSTRIES CORP. OF AMERICA, be amended said as
follows:
"The shares of the capital stock of the corporation, when certificates
thereof shall be issued, shall be fully paid and nonassessable, and no
holder of stock corporation shall be entitled as such, as a matter of
right, to purchase or subscribe for any stock of any which the corporation
may issue or sell, whether or not exchangeable for any stock of the
corporation of any class or classes and whether out of unissued shares
authorized by the certificate of incorporation of the corporation as
originally filed or by any amendment thereof or out of shares of stock of
the corporation acquired by it after the issue thereof, nor shall he be
entitled to any right of the subscription to any thereof; nor shall any
holder of any shares of the capital stock of the corporation be entitled to
such, as a matter of right, to purchase or subscribe for any obligation
which the corporation may issue or sell that shall be convertible into or
exchangeable for any shares of the stock of the corporation of any class or
classes, or to which shall be attached or appurtenant any warrant or
warrants or other instrument or instruments that shall confer upon the
holder or holders of such obligation the right to subscribe for or purchase
from the corporation any shares of its capital stock of any class or
classes."
IN WITNESS WHEREOF, we have hereunto affixed our hands and the corporate
seal of the above corporation, at Kimi, Dade County, Florida, this 19th day of
----
July, 1960.
----
/s/ John C. Scott, Sr.
------------------------------
John C. Scott, Sr.
/s/ John C. Scott, Jr.
------------------------------
John C. Scott, Jr.
/s/ Betty J. Miller
------------------------------
Betty J. Miller
SWORN TO and subscribed before me this 3 day of August, 1960.
--- ------
/s/ Harold Reinfield
------------------------------
Harold Reinfield
Notary Public
<PAGE>
CERTIFICATE OF CORPORATE AMENDMENT
----------------------------------
I HEREBY CERTIFY that the following is a true and correct copy of an
Amendment to the Corporate Charter of Fiber Glass Industries Corp. of America,
which resolution was due passed at a meeting of the stockholders held on June
22, 1968 and subsequently approved at a Board of Directors meeting held on June
22, 1964.
RESOLVED that Article III of the Articles of Incorporation of FIBER GLASS
INDUSTRIES CORP. OF AMERICA be and the same are hereby amended so as to
change the authorized number of shares of capital stock which the
corporation shall be allowed to have outstanding at any time from 500,000
shares Common Stock, par value of $0.10 per share, to 1,500,000 shares, par
value $0.10 per share.
Given under my hand and the seal of the corporation affixed hereto this
29th day of September, 1964 at Misleah, Dade County, Florida.
/s/ J. T. Hogeland
------------------------------
J. T. Hogeland
<PAGE>
FOURTH CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FIBER GLASS INDUSTRIES CORP. OF AMERICA
to be known as
ROCKET-ATLAS CORPORATION
------------------------
FIBER GLASS INDUSTRIES CORP. OF AMERICA, a Florida corporation, under its
corporate seal and the hand of the President, WILLIAM S. BARKETT, SR., and its
Secretary, WILLIAM S. BARKETT, JR., hereby certify that:
I
The Board of Directors of FIBER GLASS INDUSTRIES CORP. OF AMERICA, in
response to a Call and Waiver of Notice, held a Meeting on July 30, 1965, at
8:00 p.m., at 5100 N. W. 79 Avenue, Miami, Florida, all of its Directors being
present, at which meeting a Resolution was approved and adopted amending ARTICLE
ONE of the Certificate of Incorporation as follows:
"ARTICLE I"
-----------
"The name of this corporation shall be ROCKET-ATLAS CORPORATION."
II
That at a meeting of the Stockholders of said corporation, in response to a
Written Notice, on August 12, 1965, at 2:00 p.m., at 310 Ainsley Building,
Miami, Florida, all of the Stockholders being present, the aforesaid Resolution
of Amendment to the Certificate of Incorporation was unanimously approved and
adopted.
IN WITNESS WHEREOF, the corporation has caused this First Certificate of
Amendment to Certificate of Incorporation to be signed in its name by its
President, attested to by its Secretary, and its
<PAGE>
(c) All shares of stock shall be non-cumulative
as to voting rights.
(d) All shares of stock shall be fully paid and non-
assessable when issued.
II
That, in response to a written notice thereof, duly mailed to all the
stockholders of record in compliance with the by-laws of said corporation
appertaining thereto, a Special Meeting of Stockholders of ROCKET-ATLAS
CORPORATION was held on August 29, 1966, beginning at 4:00 o'clock in the
afternoon, at the principal offices of the company, 5100 N.W. 79th Avenue,
Miami, Florida, at which meeting a substantial majority of the outstanding
shares of stock, all of which is entitled to vote, were present. The aforesaid
Resolution adopted by the Directors on July 28, 1966, amending Article I and
Article III of the Certificate of Incorporation and Amendments Thereto, changing
the name of the corporation and amending the authorized capital stock,
respectively, was unanimously adopted and approved by all stockholders present.
IN WITNESS WHEREOF, the said corporation has caused this Amendment to the
Certificate of Incorporation and Amendments thereto to be executed for it and in
its name by its President and attested to by its Secretary, both of whom have
full power, instructions, and authority to do so, and its corporate seal to be
hereunto affixed, on this 21st day of November, 1966.
ROCKET-ATLAS CORPORATION
(Hereinafter to be known as ROCKET
INDUSTRIES CORPORATION)
By: /s/ William S. Barkett, Sr.
-------------------------------
WILLIAM S. BARKET, SR., President
Attest:
/s/ William S. Barkett, Jr.
-------------------------------
WILLIAM S. BARKET, JR., Secretary
<PAGE>
STATE OF FLORIDA )
SS
COUNTY OF DADE )
On this day personally appeared before me, the undersigned authority,
WILLIAM S. BARKETT, SR., and WILLIAM S. BARKETT, JR., President and Secretary,
respectively, of ROCKET-ATLAS CORPORATION, hereafter to be known as ROCKET
INDUSTRIES CORPORATION, a Florida corporation, and they acknowledged that they
executed the foregoing Fifth Amendment to the Certificate of Incorporation and
Amendments Thereto, as such officers for and in behalf of said corporation,
after having been duly authorized to do so.
WITNESS my hand and official seal at Miami, Florida, this 21st day of
November, 1996.
----------------------------------------
Notary Public, State of Florida at Large
NOTARY PUBLIC, STATE OF FLORIDA AT LARGE
My commission expires: MY COMMISSION EXPIRES JAN. 31, 1972
----------------------------------------
<PAGE>
FIFTH CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
AND AMENDMENTS THERETO
OF
ROCKET-ATLAS CORPORATION
FORMERLY KNOWN AS
FIBER GLASS INDUSTRIES CORP. OF AMERICA
---------------------------------------
ROCKET-ATLAS CORPORATION, a Florida corporation, under its corporate seal
and the hands of its President, WILLIAM S. BARKETT, SR., and its Secretary,
WILLIAM S. BARKETT, JR., hereby certify as follows:
I
That the Board of Directors of ROCKET-ATLAS CORPORATION, in response to a
Call and Waiver of Notice, held a meeting on July 28, 1996, beginning at 7:00
o'clock P.M., at 5100 N. W. 79th Avenue, Miami, Florida, at which all of the
Directors were present; that a Resolution was approved and adopted amending
Article 1 and Article 111 of the Certificate of Incorporation and Amendments
thereto to read as follows:
Article I
Name
----
The name of this corporation shall be ROCKET INDUSTRIES, INC.
Article III
Authorized Capital Stock
------------------------
The authorized capital stock of this corporation shall be Three Million
(3,000,000) shares, with the par value of five cents (.05) per share, for an
aggregate value of One Hundred Fifty Thousand Dollars ($150,000.00).
(a) All shares shall have equal voting rights and privileges.
(b) The authorized shares of stock as issued by this corporation shall not
have pre-emptive
<PAGE>
Corporate Seal to be hereunto affixed, this 31st day of August, 1966.
------
FIBER GLASS INDUSTRIES CORP. OF
AMERICA, to be known as ROCKET-ATLAS
CORPORATION
BY /s/ William S. Barkett, Sr.
----------------------------------
William S. Barkett, Sr.
President
/s/ William S. Barkett, Jr.
--------------------------------
William S. Barkett, Jr.
Secretary
STATE OF FLORIDA )
) ss.
COUNTY OF DADE )
On this day, personally appeared before me, the undersigned authority,
WILLIAM S. BARKETT, SR., and WILLIAM S. BARKETT, JR., President and Secretary
respectively of FIBER GLASS INDUSTRIES CORP. OF AMERICA, a Florida corporation,
and they acknowledged that they executed the foregoing First Amendment to the
Certificate of Incorporation changing the corporate name to ROCKET-ATLAS
CORPORATION, as such Officers and for and in behalf of said corporation, after
having been duly authorized to do so,
Witness my hand and seal at Miami, Florida, this 31st day of August,
----
1966.
----------------------------------------
Notary Public, State of Florida at Large
My commission expires:
<PAGE>
ARTICLES OF AMENDMENT OF
POLO INVESTMENT CORP. OF MISSOURI, INC.
Article 1 of the Articles of Incorporation of POLO INVESTMENT CORP. OF
---
MISSOURI, INC., is hereby amended to read:
ARTICLE I
---------
The name of this corporation shall be:
MEDICAL ADVANCED SYSTEMS, INC.
All other paragraphs and articles of the Articles of Incorporation shall
remain unchanged.
The foregoing amendment was adopted by the shareholders on the 2nd day of
---
Aug. 1985, and was signed and attested to by the President and Secretary.
---
/s/ Frank Nolly
-------------------------------
Frank Nolly
President
-------------------------------
Secretary
STATE OF FLORIDA
COUNTY OF PALM BEACH
-----------
The foregoing instrument was acknowledged before me this 13th day of
----
September, 1985, by the above persons known to me to be the President and
---------
Secretary of POLO INVESTMENT CORP OF MISSOURI, INC
--------------------------------
Notary Public, State of Florida at Large
My Commission Expires:
----------------
<PAGE>
AMENDMENT OF ARTICLES OF ROCKET INDUSTRIES, INC, a FLORIDA CORPORATION
January 27, 1984
The name of the Corporation is Rocket Industries, Inc. The shareholders at the
meeting of January 27, 1984, did pursuant to the Articles of Incorporation and
by laws voted to change the articles as follows:
1. The name to Polo Investment Corp. of Missouri, Inc.
2. At the same meeting, the shareholders voted to increase the number of
shares from 1,000,000 to 10,000,000 with no change in the authorized
capital of the company
Signed: /s/ Buck Krieger
-------------------------------------
George H. (Buck) Krieger, President &
Chairman of the Board
/s/ Connie N. Jeffers
-------------------------------------
Connie N. Jeffers, Secretary-Treasurer
Attested
/s/ Helen Krieger
-------------------------
Helen Krieger
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MEDICAL ADVANCED SYSTEMS, INC.
A FLORIDA CORPORATION
Pursuant to the provisions of the corporations laws of the state of
Florida, the undersigned corporation hereby adopts the following Articles of
Amendment to its Articles of Incorporation.
FIRST: The name of the corporation is Medical Advanced Systems, Inc.
SECOND: The following amendments to the articles of incorporation were
duly adopted by the shareholders of the corporation:
ARTICLE I
The name of the corporation is POLO EQUITIES, INC.
ARTICLE III
The corporation shall be authorized to issue Fifty Million
(50,000,000) shares of its capital stock, which shall be designated as common
voting stock, with a par value of One-Tenth cent ($.001) per share. Such shares
shall be non-assessable and shall have no preemptive rights. Shareholders shall
not be allowed to cumulate their votes.
THIRD: The foregoing amendments to the articles of incorporation were duly
adopted by the shareholders at a special meeting therefor, upon notice duly
given to the shareholders, on the 14th day of May, 1993, in the manner
prescribed by the laws of the state of Florida.
FOURTH: The number of shares of the corporation issued and outstanding,
and the number of shares voting at such shareholder meeting in favor of the
foregoing amendments, was 3,000,000, and the number voting against was none.
The undersigned hereby certify that they have executed the foregoing
Certificate Amending the Articles of Incorporation, this 14th day of May, 1993.
President: /s/ Justine Blankenship Secretary: /s/ Danni Mudih
--------------------------- ----------------------------
<PAGE>
FILED 1993 JUN -3
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
Page Two
Amendment of Articles
Polo Equities, Inc. fka Medical Advances Systems, Inc.
State of Utah )
)ss
County of Salt Lake )
On the 14th day of May, 1993, personally appeared before me the above
---- ---
signed persons. Known to me to be the president and secretary, and the
above-named persons whose names are subscribed to the foregoing Certificate
Amending Articles of Incorporation for the said corporation, and acknowledge to
me under oath that they executed the same.
[Notary Public Seal
Janis A. Patterson]
/S/ Janis A. Patterson
-------------------------
Notary Public
<PAGE>
FILED
SECRETARY OF STATE
DIVISION OF CORPORATIONS
97 MAR -3 AM 8:52
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
POLO EQUITIES, INC.
Previously known as
MEDICAL ADVANCED SYSTEMS, INC.
A Florida corporation
Pursuant to the provisions of the Business Corporations Law of the
State of Florida, the undersigned corporation hereby adopts and files the
following Articles of Amendment to its Articles of Incorporation in lieu of
those filed with office of the Secretary of State of Florida on June 3, 1993.
FIRST: Article I of the Amendments to the Articles of Incorporation
filed on June 3, 1993 is hereby repealed in its entirety and the following
Article I is substituted therefore as if it had been part of the June 3, 1993
amendments.
ARTICLE I
NAME
The name of the corporation is Polo Equities, Inc.
SECOND: Article III of the Amendments to the Articles of Incorporation
filed on June 3, 1993 is hereby repealed in its entirety and the following
Article III is substituted therefore as if it had been part of the June 3, 1993
amendments.
ARTICLE III
The corporation shall be authorized to issue Fifty Million
(50,000,000) common shares of common stock with a par value of One Mil
($0.01) per share. Such shares shall be non-assessable, shall have no
pre-emptive rights, shall not be subject to cumulative voting, and shall
have equal rights of distribution of all other common shares.
THIRD: the foregoing amendments to the Amendments to the Articles of
Incorporation were first adopted by the shareholders of the corporation at a
special meeting thereof which was held on May 14, 1993. The aforesaid
amendments were readopted by the shareholders of the corporation at a meeting of
stockholders, called and help pursuant to the laws of the state of Florida, on
September
<PAGE>
FILED
SECRETARY OF STATE
STATE OF NEVADA
MAY 28, 1998
ARTICLES OF INCORPORATION
OF
POLO EQUITIES, INC.
The undersigned, a natural person being more than eighteen years of age,
acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the State of Nevada, does hereby adopt the following
Articles of Incorporation for such corporation:
ARTICLE I
---------
NAME
----
The name of the corporation is Polo Equities, Inc.
ARTICLE II
----------
DURATION
--------
The purposes for which this corporation is organized are:
ARTICLE III
-----------
PURPOSES
--------
Section 1. To engage in any lawful business or activity which may be
conducted under the laws of the State of Nevada or any other state of nations
wherein this corporation shall be authorized to transact business.
Section 2. To purchase or otherwise acquire, own mortgage, sell
manufacture, assign and transfer or otherwise dispose of, invest, trade, deal,
in and with real and personal property, of every kind, class, and description.
Section 3. To issue promissory notes, bonds, debentures, and other
evidences of indebtedness in the furtherance of any of the stated purposes of
the corporation.
Section 4. The enter into of execute contracts of any kind and character,
sealed or unsealed, with individuals, firms, associations, corporations
(private, public or municipal), political subdivisions of the United States or
with the Government of the United States.
<PAGE>
Section 5. To acquires and develop any interest in patents, trademarks and
copyrights connected with the business of the corporation.
Section 6. To borrow money, without limitation, and give a lien on any of
its property as security for any borrowing.
Section 7. To acquire by purchase, exchange or otherwise, all, or any part
of, or any interest in, the properties, assets, business and good will of any
one or more persons, firms, associations, or corporation either within or out of
the State of Nevada heretofore or hereafter engaged in any business for which a
corporation may now or hereafter be organized under the laws of the State of
Nevada; pay for the same in cash, property or the corporation's own or other
securities; hold, operate, reorganize, liquidate, sell or in any manner dispose
of the whole or any part thereof; and in connection therewith, assume or
guaranty performance of any liabilities, obligations or contracts of such
persons, firms, associations or corporations, and so conduct the whole or any
part of any business thus required.
Section 8. To purchase, receive, take, acquire or otherwise acquire, own
and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of,
pledge, use, cancel, and otherwise deal in and with the corporation's shares and
its other securities from time to time to the extent, in the manner and upon
terms determined by the Board of Directors; provided that the corporation shall
not use its funds or property for the purchase of its own shares of capital
stock when its capital is impaired or when the purchase would cause any
impairment of corporation's capital, except to the extent permitted in law.
Section 9. To reorganize, as an incorporator, or cause to be organized
under the laws of any State of the United States of America, or of any
commonwealth territory, agency of instrumentality of the United States of
America, or of any foreign country, a corporation or corporations for the
purpose of conducting and promoting any business or purpose for which
corporations may be organized, and to dissolve, wind up, liquidate, merge or
consolidate any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.
Section 10. To do each and every thing necessary, suitable or proper for
the accomplishment of any of the purposes or the attainment of any of the
objects herein enumerated, or which shall at any time appear conductive to or
expedient for the protection or benefit of the corporation.
<PAGE>
Article IV
----------
Capitalization
--------------
Section 1. The authorized capital of this corporation shall consist of
the following stock: Fifty million common shares par value $.001 per share.
Each common share shall have equal rights as to voting and in the event of
dissolution and liquidation. There shall be no cumulative voting by
shareholders.
Section 2. The shareholders shall have no preemptive rights to acquire
any shares of this corporation.
Section 3. The common and preferred stock of the corporation, after the
amount of the subscription price has been paid in, shall not be subject to
assessment to pay the debts of the corporation.
Article V
---------
Principal Office
----------------
The address of the registered office of the corporation is International
Venture Capital and Advisory, Inc., with the address at Suite 210, 3340 Topaz
Ave., city of Las Vegas, county of Clark, zip code 89121, State of Nevada. The
corporation may maintain such other office, either within or out of the State of
Nevada, as the Board of Directors may from time to time determine or the
business of the corporation may require.
Article VI
----------
Directors
---------
The corporation shall be governed by a Board of Directors. The shall be
one (1) or more directors as to serve, from time to time, as elected by the
Shareholders, or by the Board of Directors in the case of a vacancy. The
original Board of Directors shall be comprised of one (1) person and the name
and address of the person who is to serve as director until the first annual
meeting of shareholders and until successors are elected and shall is:
Iris McCamman
3340 Topaz, Suite 210
Las Vegas, Nevada 89121
<PAGE>
Article VII
-----------
Indemnification
---------------
As the Board of Directors may from time to time provide in the By-laws or
by resolution, the corporation may indemnify its officers, directors, agents and
other persons to the full extent permitted by the laws of the State of Nevada.
Article VIII
------------
Incorporator
------------
The name and address of the incorporator is:
Nathan Drage
3340 Topaz, Suite 210
Las Vegas, Nevada 89121
Dated this 27th day of May, 1998.
/s/ Nathan Drage
------------------
Nathan Drage
<PAGE>
NOTARY CERTIFICATE
State of Nevada )
) ss.
County of Clark )
On the 27th day of May, 1998, personally appeared before me, a Notary
Public, who acknowledged that Nathan Drage executed the foregoing Articles of
Incorporation of Polo Equities, Inc.
/s/ Dawn Whitbeck
-------------------
Notary Public
My Appointment Expires: 5-13-01 [NOTARY PUBLIC SEAL
------- STATE OF NEVADA
County of Clark
Residing in: Nevada DAWN WHITBECK
------ in Witness
My Appointment Expires May 13, 2001]
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAY 08 1998
C 12528-98
/s/ Dean Heller
-----------------
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
In the matter of Polo Equities, Inc., International Venture Capital and
Advisory, Inc., with the address at Suite 210, 3340 Topaz Ave., city of Las
Vegas, County of Clark, zip code 89121, State of Nevada, hereby accepts the
appointment as Resident Agent of the above entitled corporation in accordance
with NRS 78.090.
FURTHERMORE, the mailing address for the above registered office is the
same as the above address.
In witness whereof, the duly authorized officer has hereunto set his hand
this 27th day of May 1998.
International Venture Capital and Advisory, Inc.
Resident Agent
By: /s/ Nathan W. Drage
-----------------------------
Nathan W. Drage, President
--------------------------------------------------------------------------------
NRS 78.090 Except during any period of vacancy described in NRS 78.097,
every corporation must have a resident agent, who may be either a natural person
or a corporation, resident or located in this state. Every resident agent must
have a street address, where he maintains an office for the service of process,
and may have a separate mailing address such as a post office box, which may be
different from the street address. The address of the resident may be any bank
or banking corporation, or other corporation, located and doing business in this
state. The certificate of acceptance must be filed at the time of the initial
filing of the corporate papers.
--------------------------------------------------------------------------------
TOTAL P.06
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUNE 10, 1998
No. C12528-98
-----------
/s/ Dean Heller
Dean Heller, Secretary of State
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
POLO EQUITIES, INC.
Pursuant to the provisions of the Nevada Business Corporations Act, the
Undersigned corporation adopts the following amendment to the Articles of
Incorporation.
1. The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on May 22, 1998, said articles
are hereby amended and shall read as follows:
--------------------------------------------------------------------------------
ARTICLE I
---------
NAME
----
The name of the corporation is Hybrid Fuels, Inc.
--------------------------------------------------------------------------------
2. The number of shares represented at the time of adoption was
15,000,000; and the number of shares entitled to vote thereon were the same.
3. The number of shares represented at the meeting of was 12,000,000.
All shares are voted in favor of the amendment. The shares represented a
majority of the issued and outstanding shares. There were no shares voting
against the amendment.
Effective the 29th day of May, 1998.
/s/ Justeene Blankenship
-----------------------------
Justeene Blankenship
President and Secretary
1
<PAGE>
State of Utah )
)ss
County of Salt Lake )
On the 8th day of June, Justeene Blankenship personally appeared before me,
---
a Notary Public, and executed the foregoing instrument for the purposes therein
contained, by signing on behalf of the above named corporation as a duly
authorized President and Secretary.
In Witness Hereof, I have hereunto set my hand and official seal.
/s/ Jennifer Ngo
------------------
Residing at: Salt Lake City
----------------
My Commission Expires:
[Notary Public Seal]
2
<PAGE>
