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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
Vista Medical Terrace, Inc.
I, the undersigned, having associated myself together
for the purpose of forming a professional corporation under the
General Corporation Laws of the State of Nevada, do hereby
certify:
I.
The name of said corporation shall all be
Vista Medical Terrace, Inc.
II.
The principal office of the corporation in this state
is to be located at 600 E. William Suite 208, Carson City, Carson
City County, Nevada. Max E. Nelson is hereby named as the
resident agent of this corporation in charge of its office.
The corporation may also have one or more offices outside
the State of Nevada where the books of the corporation may be
kept and meetings of Directors and Stockholders may be held, as
may be determined by the Board of Directors.
III.
The corporation may engage in any lawful activity and
specifically, but not in limitation thereof, the nature of the
business, object and purposes proposed to be transacted, promoted
and carried on by the corporation
are as follows:
A. To perform any manner of services for the
general public.
B. To draw, make, accept, endorse, discount, execute,
and issue promissory notes, bills of exchange,
warrants and other negotiable or transferable
instruments.
C. To issue bonds, debentures, or obligations of this
corporation from time to time, and to borrow money
for any of the objects or purposes of the
corporation, and to secure the same by mortgage,
pledge, deed of trust or otherwise.
D. In general, to carry on any other business in
connection with the foregoing, and to exercise all
of the powers conferred by the laws of Nevada
upon corporations formed under the act herein
referred to
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The foregoing clauses shall be construed both as
objects and powers and it is hereby expressly provided that the
foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the powers of this corporation.
IV.
The amount of the total authorized capital stock of
this corporation shall be as follows:
Common-voting stock (1,000) shares without par value
The members of the governing board of this corporation
shall be styled DIRECTORS, and shall be not fewer than. one (1),
nor more than five (5) in number, provided however that the
number of Directors may not be fewer than three (3) unless the
shares of the corporation are owned beneficially and of record by
either one (1) or two (2) stockholders in which case the number
of Directors may be fewer than three (3) but not fewer than the
number of stockholders. The name and post office address of the
first Board of Directors, which shall consist of one (1) member,
is as follows:
Name Address
James L. Strandberg 1325 Air-motive Way
Reno, Nevada 89502
V.
The private property of the stockholders of the
corporation shall not be subject to the payment of the debts of
said corporation to
any extent whatever.
VI.
The capital stock of this corporation after the payment
of the subscription price, or the value thereof, shall be
nonassessable.
VII.
The Board of Directors shall have the power and
authority to increase the amount of total capital stock at any
time the existing total capital stock shall have been issued.
VIII.
The name and post office address of the incorporator
signing these Articles of Incorporation is as follows:
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Name Address
James L. Strandberg 1325 Airmotive Way
Reno, Nevada 89502
IX.
This corporation shall have perpetual existence.
X.
The Board of Directors shall have the power and
authority to appoint such officers and agents as the affairs of
the corporation shall require and to allow them suitable
compensation.
XI.
The Board of Directors shall have the power and
authority to make and alter or amend the By-Laws, to fix the
amount in cash, or otherwise, to be reserved as working capital,
and to authorize and to cause to be executed mortgages and liens
upon the property and franchises of this corporation.
XII.
The Board of Directors shall have the power and
authority, with the consent in writing and pursuant to the vote
of the holders of fifty-one percent (51%) of the common-voting
capital stock issued and outstanding, to sell, assign, transfer,
or otherwise dispose of the whole property and business of this
corporation, but not otherwise.
XIII.
The Board of Directors shall from time to time
determine whether and to what extent, and at what time and
places, and under what conditions and regulations the accounts
and books of this corporation, or any of them, shall be opened to
the inspection of the stockholders, and not stockholder shall
have the right to inspect any account or book or document of this
corporation, except as conferred by the Statutes of the State of
Nevada, or authorized by the Board of Directors, or by Resolution
of the stockholders.
XIV.
The stockholders and directors shall have power to hold
their meetings, and to keep the books, documents and papers of
this corporation outside the State of Nevada, and at such places
as may be from time to time designated by the By-Laws or by
Resolution of the stockholders or Directors, except as otherwise
required by the laws of the State of Nevada.
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IN WITNESS WHEREOF, I have hereunto subscribed my name this 26th
day of March, 1990.
/s/ James L. Strandberg
James L. Strandberg
State Of Nevada )
)ss.
County of Carson City )
On this 26th day of March, 1990 before me, a notary public,
personally appeared James L. Strandberg who acknowledged. to me
that he executed the foregoing Articles of Incorporation.
/s/ Judy Ward
Notary Public
