EXHIBIT 3.1
ARTICLES OF INCORPORATION OF
SciCorps, Inc.
THE UNDERSIGNED PERSON, acting as incorporator of a corporation under the
Provisions of the Wyoming Business Corporation Act, adopts the following
Articles of Incorporation:
FIRST. The name of the corporation is:
SciCorps, Inc.
SECOND. The period of duration of the corporation shall be perpetual.
THIRD. The corporation shall have authority to issue an UNLIMITED NUMBER
OF SHARES of one class which have unlimited voting rights and are entitled to
receive the net assets of the corporation upon dissolution. Said shares may
be issued by the corporation from time to time for such considerations as may
be fixed from time to time by the Board of Directors.
FOURTH. The street address of the corporation's initial registered office
and the name of its initial registered agent and incorporator at that office
address shall be:
Corporate Service Center of Wyoming, Inc.
200 West 17th Street, Suite 80
Cheyenne, WY 82001
This corporation may maintain an office, or offices, in such other place or
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places within or without the State of Wyoming as may be from time to time
designated by the Board of Directors, or by the bylaws of said corporation,
and that this corporation may conduct all corporation business of every kind
and nature, including the holding of all meetings of directors and
stockholders, outside the State of Wyoming as well as within the State of
Wyoming.
FIFTH. The corporation shall have unlimited power to engage in and do
any lawful act concerning any or all lawful business for which corporations
may be organized under the Act and not limited by the Statutes of Wyoming,
or any other state in which it conducts it's business.
SIXIH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased
or decreased in such manner as shall be provided by the bylaws of this
corporation, providing that the number of directors shall not be reduced to
less than one (1). The name and post office address of the incorporator and
initial Board of Directors shall be listed as follows:
Karis B. Rowley
200 West 17th Street, Suite 80
Cheyenne, WY 82001
SEVENTH. The capital shares, after the amount of the subscription price,
or par value, has been paid in; shall not be subject to assessment to pay the
debts of the corporation.
EIGHTH. The corporation is to have perpetual existence.
NINTH. Any corporate officer, director, or shareholder of this
corporation shall not, in the absence of fraud, be prohibited from dealing with
this corporation either as vendor, purchaser or otherwise. A pecuniary interest
in any transaction by any such director, shareholder or officer shall not
disqualify him in any way from acting in his corporate capacity. No director
nor officer, nor any firm, association, or corporation of which he shall be a
member, or in which he may be pecuniarily interested in any manner be
disqualified from dealing with the corporation as a result of the association.
No director nor officer, nor any firm, association, or corporation with which
he is connected shall be liable to account to this corporation or its
shareholders for any profit realized by him from or through any such
transaction or contract; it being the express purpose and intent of this
Article to permit this corporation to buy from, sell to, or otherwise deal with
partnerships, firms, or corporations of directors and officers of the
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corporation, or any one or more of them, or any one of them who may have
pecuniary interest, and the contracts of this corporation, in the absence of
fraud, shall not be void or voidable or affecting in any manner by reason of
such position. Furthermore, directors of this corporation may be counted for
a quorum of the Board of Directors of this corporation at a meeting even though
they may be pecuniarily interested in matters considered at a meeting; any
action taken at such a meeting with reference to such matters by a majority
of the disinterested directors shall not be void or voidable by this
corporation in absence of fraud.
TENTH. No director or officer of the corporation shall be personally
liable to the corporation or any of its stockholders for damages for breach
of fiduciary duty as a director or officer or for any act or omission of any
such director or officer: however, the fore-going provision shall not eliminate
or limit the liability of a director or officer for (a) any breach of
director's duty of loyalty, as defined in the Wyoming Business Corporation Act,
to the corporation or its shareholders, (b) the payment of distributions in
violation of W.S. 17-16-833; (c) acts or omissions not in good faith or which
involved intentional misconduct or a knowing violation of law, or; (d) any
transaction from which the officer or director derived an improper personal
benefit. Any repeal or modification of this Article by the stockholders of the
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or modification.
ELEVENTH. This corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation,
and all rights conferred upon stockholders herein are granted subject to this
reservation.
I THE UNDERSIGNED, being the Incorporator herein before named for the
purpose of forming a corporation pursuant to the Wyoming Business Corporation
Act, I do make and file these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true and accordingly have hereunto
set my hand this Monday, January 10, 2000.
KARIS B. ROWLEY
__________________
KARIS B. ROWLEY
INCORPORATOR
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