EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
PACIFIC DIAGNOSTIC TECHNOLOGIES, INC.
I.
The name of this Corporation is Quintek Technologies, Inc.
II.
The purpose of this Corporation is to engage in any lawful act or
activity
for which a Corporation may be organized under the General Corporation Law of
California, other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III.
A. The total number of shares of all classes of stock which the
Corporation shall have authorized to issue is 60,000,000 of which 10,000,000
shares shall be Preferred Stock, of $.00 par value, issuable in series, non-
voting, and 50,000,000 shares shall be Common Stock of $.00 par value.
B. The Board of Directors is hereby authorized, at its option, from time
to time, to divide all or any part of the Preferred Shares into series thereof
and to fix and determine variations, if any, between any series so established
as to any one or more of the following matters:
(1) the rate of dividends;
(2) the price at and the terms and conditions on which
shares may be redeemed;
(3) the amount payable upon shares in event of
involuntary liquidation;
(4) the amount payable upon shares in event of
voluntary liquidation;
(5) sinking fund provisions for the redemption or
purchase of shares;
(6) the terms and conditions on which shares may be
converted, if the shares of any series are issued with the privilege of
conversion.
(7) Fix the number of shares of each series of
Preferred Stock; and,
(8) Determine the designation of each series of
Preferred Stock.
Prior to the issuance of shares of Preferred Stock, the Board of
Directors shall file a Certificate of Determination with the California
Secretary of State pursuant to Corporations Code section 401(a) establishing
the specific dividend rate, liquidation preference, redemption price, and
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any other rights, preferences, privileges, and restrictions of the
particular series of Preferred Stock and the number of shares and designation
of
such series.
C. Preferences, limitations and relative rights of classes of shares;
(1) Preferred dividends: The holder of all preferred
shares, regardless of series, at the time outstanding shall be entitled
to
receive, when and as declared to be payable by the Board of Directors,
out
of any funds legally available for the payment thereof, dividends at the
rate theretofore been established, and no more, payable quarterly, on the
last days of January, April, July and October in each year.
(2) Cumulativness of Preferred Dividends: Dividends on all
Preferred Shares, regardless of series, shall be cumulative. No
dividends
shall be declared on any series of any series of Preferred Shares for any
dividend period unless all dividends accumulated for all prior dividend
periods shall have been declared or shall then be declared at the same
time
upon all Preferred Shares then outstanding. No dividends shall be
declared
on the shares of any series of Preferred Shares unless a dividend for the
same period shall be declared at the same time upon all Preferred Shares
outstanding at the time of such declaration in like proportion to the
dividend rate then declared. No dividends shall be declared or paid on
the
Common Shares unless full dividends on all the preferred Shares then
outstanding for all past dividend period and for the current dividend
period
shall have been declared and the Corporation shall have paid such
dividends
or shall have set apart a sum sufficient for the payment thereof.
(3) Preferences on liquidation: In the event of any dissolution,
liquidation or winding up of the Corporation, whether voluntary or
involuntary, the holders of each series of the then outstanding Preferred
Shares shall be entitled to receive the amount fixed for such purpose in
the resolution or resolution of the Board of Directors establishing the
respective series of which the shares to be redeemed are a part together
with a sum equal to the amount of all accumulated and unpaid dividends
thereon at the dividend rate fixed therefor in the aforesaid resolution
or
resolutions. After such payment to such holders of Preferred Shares, the
remaining assets and funds of the Corporation shall be distributed pro
rata
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among the holders of the Common Shares. A consolidation, merger, or
reorganization of the Corporation with any other Corporation or
Corporations
or a sale of all or substantially all of the assets of the Corporation
shall not be considered a dissolution, liquidation or winding up on the
Corporation with the meaning of these provisions.
(4) Redemption privileges of the Corporation. The whole or any
part of the outstanding Preferred Shares or the whole or any part of any
series thereof may be called for redemption and redeemed at any time at
the
option of the Corporation, exercisable by the Board of Directors upon
thirty
(30) days' notice by mail to the holders of such shares as are to be
redeemed, by paying therefor in cash the redemption price fixed for such
shares in the resolution or resolutions of the Board of Directors
establishing the respective series of which the shares to be redeemed are
a part, together with a sum equal to the amount of all accumulated and
unpaid dividends thereon at the dividend rate fixed therefor in the
aforesaid resolution or resolutions to the date fixed of such redemption.
The Corporation may redeem the whole or any part of the shares of
any series, or of several series, without redeeming the whole or any part
of the shares of any other series; provided, however, that if at any time
less than the whole of the Preferred Shares of any particular series then
outstanding shall be called for redemption, the particular shares called
for
redemption shall be determined by lot or by such other equitable method
as
may be determined by the Board of Directors. If on the redemption date
specified in any such notice, funds necessary for such redemption shall
have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the Preferred
Shares so called for redemption, then, notwithstanding that any
certificate
for shares so called for redemption shall no longer be deemed to be
outstanding, the right to receive dividends thereon shall cease to occur
from and after the date so fixed, and all the rights of holders of
Preferred
Shares so called for redemption shall forthwith after such redemption
date cease and terminate, excepting only the right of the holders thereof
to receive the redemption price thereof, but without interest; and if,
before the redemption date specified in any notice of redemption of any
Preferred Shares, the Corporation shall deposit with a bank or trust
company
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in the state of California, having a capital or surplus of at least
$1,000,000 according to its last published statement of condition, in
trust
to be applied to the redemption of the Preferred Shares so called for
redemption, the funds necessary for such redemption, then, from and after
the date of such deposit , the shares so called for redemption shall no
longer be deemed to be outstanding and all rights of holders of the
shares
so called for redemption shall cease and terminate, excepting only the
right
of holders thereof to receive the redemption price thereof, but without
interest. Any interest accrued on funds so deposited shall be paid to
the
Corporation from time to time. In case the holder of shares which have
been
called for redemption shall not, within five years after the making of
such deposit, claim the amount deposited with respect to the redemption
of
such shares, the bank or trust company shall be relieved of all
responsibility in respect thereof to such holder. Preferred Shares which
are
redeemed shall be canceled and shall not be reissued.
IV.
No Holder of any shares of any class of stock of the Corporation shall,
as
such holder, have any preemptive or preferential right to receive, purchase,
or
subscribe to (1) any unissued or treasury shares of any class of stock
(whether
no or hereafter authorized) of the Corporation, (2) any obligations, evidence
of
indebtedness, or other securities of the Corporation convertible into or
exchangeable for, or carrying or accompanied by any rights to receive,
purchase,
or subscribe to, any such unissued or treasury shares, (3) any right of
subscription to or to receive or any warrant or option for the purchase of,
any
of the foregoing securities, (4) any other securities that may be issued or
sold
by the Corporation, other than such (if any) as the Board of Directors of the
Corporation, in its sole and absolute discretion, may determine from time to
time.
V.
Cumulative voting by the shareholders of this Corporation is allowed
pursuant to California law.
VI.
The name and address in the State of California of this Corporation's
initial agent for service of process is:
David Wood
C/O Wood & Associates
751 Daily Drive, Suite 250
Camarillo, CA 93010
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VII.
A. Limitation of Director's Liability. The liability of the directors
of
this Corporation for monetary damages shall be eliminated to the fullest
extent
permissible under California law.
B. Indemnification of Corporate Agents. This Corporation is authorized
to
provide indemnification of agents (as defined in Section 317 of the California
Corporations Code) through Bylaw provisions, agreements with agents, vote of
shareholders or disinterested directors or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the California
Corporations
Code, subject only to the applicable limits set forth in Section 204 of the
California Corporations Code with respect to actions for breach of duty to
this
Corporation and its shareholders.
C. Repeal or Modification. Any repeal or modification of the foregoing
provisions of this Article VII. by the shareholders of this Corporation shall
not
adversely affect any right or protection of a director of this Corporation
existing at the time of such repeal or modification.
IN WITNESS WHEREOF, for the purpose of forming this Corporation under the
laws of the State of California, the undersigned, constituting the
incorporator of this Corporation, has executed these Articles of Incorporation
as of January 13, 1999.
____________________________________
Thomas W. Sims
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.
____________________________________
Thomas W. Sims
