FILED # C4193-00
February 15, 2000
In the Office of
/s/ Dean Heller
Secretary of State
ARTICLES OF INCORPORATION
OF
DrGoodTeeth.com
The undersigned, to form a Nevada corporation, CERTIFIES THAT:
I. NAME: The name of the corporation is DrGoodTeeth.com.
II. REGISTERED OFFICE: RESIDENT AGENT: The location of the registered office
of this corporation within the State of Nevada is 711 S. Carson St, Ste. 4,
Carson City, Nevada; this corporation may maintain an office or offices in such
other place within or without the State of Nevada as may be from time to time
designated by the Board of Directors or by the By-Laws of the corporation;
and this corporation may conduct all corporation business of every kind or
nature, including the holding of any meetings of directors or shareholders
inside or outside the State of Nevada, as well as without the State of Nevada.
The Resident Agent for the corporation shall be Resident Agents of Nevada,
Inc., 711 S. Carso St., Suite 4, Carson City, Nevada 89701.
III. PURPOSE The purpose for which this corporation is formed is: To engage in
any lawful activity.
IV.AUTHORIZATION OF CAPITAL STOCK: The amount of the total authorized capital
stock of the corporation shall be One Hundred Thousand Dollars ($100,000.00),
consisting of One Hundred Million (100,000,000) shares of Common Stock, par
value $.001 per share.
V.INCORPORATOR: The name and post office address of the Incorporator signing
these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Resident Agents of Nevada,Inc. 711 S. Carson St., Suite 4
Carson City, NV.89701
VI. DIRECTORS: The governing board of this corporation shall be known as
directors, and the first Board shall consist of two (2) directors.
The number of directors may, pursuant to the By-Laws, be increased or
decreased by the Board of Directors, provided there shall be no less than one
(1) nor more than nine (9) Directors.
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The name and post office addresses of the directors constituting the first
Board of Directors is as follows:
NAME POST OFFICE ADDRESS
Dr.Anchana Chayawatana 295/42 Ngarmwongwan 23 Road
Nonthaburi 11000 Thailand
Lt.Dr. Somdul Manpiankarn 237/466 Soi Saitong, Tiwanon Rd.
Nonthaburi 11000 Thailand
Dr. Bancha Luengaram 240/28 Charansanitwong Rd.
Bangkoknoi, Bangkok 10700 Thailand
VII.STOCK NON-ASSESSABLE: The capital stock, or the holders thereof, after
the amount of the subscription price has been paid in, shall not be subject
to any assessment whatsoever to pay the debts of the corporation.
VIII. TERM OF EXISTENCE: This corporation shall have perpetual existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the election
of directors.
X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled to preemptive rights.
XI. LIMITED LIABILITY: No officer or director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as an officer or director, except for liability
(i) for any breach of the officer or directors duty of loyalty to the
Corporation or its Stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, or
(iii) for any transaction from which the officer or director derived any
improper personal benefit. If the Nevada General Corporation Law is amended
after the date of incorporation to authorize corporate action further
eliminating or limiting the personal liability of officers or directors,
then the liability of an officer or director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Nevada General
Corporation Law, or amendments thereto. No repeal or modification of this
paragraph shall adversely affect any right or protection of an officer or
director of the Corporation existing at the time of such repeal or
modification.
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XII. INDEMNIFICATION: Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigtive
(hereinafter a proceeding), by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was an
officer or director of the Corporation, or is or was serving at the
request of the Corporation as an officer or director of another
corporation or of a partnership, joint venture, trust, or other
enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official
capacity as an officer or director, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Nevada General Corporation Law, as the same exists or may hereafter be
amended, (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys
fees, judgments, fines, excise taxes or penalties and amounts to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has
ceased to be an officer or director and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however, that except
as provided herein with respect to proceedings seeking to enforce rights to
indemnification, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation. The right to indemnification
conferred in this Section shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition; provided however, that,
if the Nevada General Corporation Law requires the payment of such expenses
incurred by an officer or director in his or her capacity as an officer or
director (and not in any other capacity in which service was or is rendered
by such person while an officer or director, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of
a proceeding, payment shall be made only upon delivery to the Corporation of
an undertaking, by or on behalf of such officer or director, to repay all
amounts so advanced if it shall ultimately be determined that such officer or
director is not entitled to be indemnified under the Section, or otherwise.
If a claim hereunder is not paid in full by the Corporation within ninety
days after a written claim has been received by the Corporation, the claimant
may, at any time thereafter, bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful, in whole or in part, the
claimant shall be entitled to be paid the expense of prosecuting such claim.
It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any, is required, has
been tendered to the corporation) that the claimant has not met the
standards of conduct which make it permissible under the Nevada General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the
claimant is proper in the cirucmstances because he or she has met the
applicable standard of conduct set forth in the Nevada General Corporation
Law, nor an actual determination by the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.
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The Corporation may maintain insurance, at its expense, to protect itself
and any officer, director, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or loss
under the Nevada General Corporation Law.
The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification to any employee or agent of the
Corporation tot he fullest extent of the provisions of this Section with
respect to the indemnification and advancement of expenses of officers and
directors of the Corporation or individuals serving at the request of the
Corporation as an officer, director, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise.
THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Nevada, does make and file these Articles of Incorporation, hereby declaring
and certifying the facts herein stated are true, and, accordingly, has
hereunto set her hand this 14th day of February, 2000.
/s/ Patricia A. Bozin, Sole Incorporator
for Resident Agents of Nevada, Inc.
STATE OF NEVADA )
) SS.
COUNTY OF WASHOE )
On this 14th day of February, 2000, before me, a Notary Public, personally
appeared Patricia A. Bozin who acknowledged to me that she executed the above
instrument.
Alan Teegardin, Notary Public
Commission Expires: February 27, 2002
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of DrGoodTeeth.com, I, Patricia A. Bozin, on behalf of
Resident Agents of Nevada, Inc., with address at 711 S. Carson Street,
Suite 4, Carson City, Nevada 89701, hereby accept the appointment as
Resident Agent of the above-entitled corporation in accordance with
NRS 78.090.
Furthermore, that the mailing address for the above registered office is
711 S. Carson Street, Suite 4, Carson City, Nevada 89701.
IN WITNESS WHEREOF, I hereunto set my hand this 14th day of February, 2000.
/s/ Patricia A. Bozin for
Resident Agents of Nevada, Inc.
