ARTICLES OF INCORPORATION
OF
CHERRY TREE CAPITAL CORP.
The undersigned, desiring to form a corporation (the "Corporation")
under the laws of Florida, hereby adopts the following Articles of
Incorporation:
ARTICLE I
CORPORATE NAME
The name of the Corporation is Cherry Tree Capital Corp.
ARTICLE II
PURPOSE
The Corporation shall be organized for any and all purposes authorized
under the laws of the state of Florida.
ARTICLE Ill
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
SHARES
4.1. The capital stock of this corporation shall consist of 50,000,000
shares of common stock, $.001 par value.
ARTICLE V
PLACE OF BUSINESS
The initial address of the principal place of business of this
corporation in the State of Florida shall be 1428 Brickell Avenue, 8th Floor,
Miami, FL 33131. The Board of Directors may at any time and from time to time
move the principal office of this corporation.
ARTICLE VI
DIRECTORS AND OFFICERS
The business of this corporation shall be managed by its Board of
Directors. The number of such directors shall be not be less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By_Laws. The number of persons constituting the initial
Board of Directors shall be 1. The Board of Directors shall be elected by the
Stockholders of the corporation at such time and in such manner as provided in
the By_Laws. The name and addresses of the initial Board of Directors and
officers are as follows:
Eric P. Littman President/Secretary/Director
1428 Brickell Avenue, 8th Floor
Miami, FL 33131
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
No shareholder shall have any right to acquire shares or other
securities of the Corporation except to the extent such right may be granted by
an amendment to these Articles of Incorporation or by a resolution of the board
of Directors.
ARTICLE VIII
AMENDMENT OF BYLAWS
Anything in these Articles of Incorporation, the Bylaws, or the Florida
Corporation Act notwithstanding, bylaws shall not be adopted, modified, amended
or repealed by the shareholders of the Corporation except upon the affirmative
vote of a simple majority vote of the holders of all the issued and outstanding
shares of the corporation entitled to vote thereon.
ARTICLE IX
SHAREHOLDERS
9. I. Inspection of Books. The board of directors shall make reasonable
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rules to determine at what times and places and under what conditions the books
of the Corporation shall be open to inspection by shareholders or a duly
appointed representative of a shareholder.
9.2. Control Share Acquisition. The provisions relating to any control
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share acquisition as contained in Florida Statutes now, or hereinafter amended,
and any successor provision shall not apply to the Corporation.
9.3. Quorum. The holders of shares entitled to one-third of the votes
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at a meeting of shareholder's shall constitute a quorum.
9.4. Required Vote. Acts of shareholders shall require the approval
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of holders of 50.01% of the outstanding votes of shareholders.
ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its By_Laws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this corporation against any contingency or peril as
may be determined to be in the best interests of this corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.
ARTICLE XI
SUBSCRIBER
The name and address of the person signing these Articles of
Incorporation as subscriber is:
Eric P. Littman
1428 Brickell Avenue, 8th Floor
Miami, FL 33131
ARTICLE XII
CONTRACTS
No contract or other transaction between this corporation and any
person, firm or corporation shall be affected by the fact that any officer or
director of this corporation is such other party or is, or at some time in the
future becomes, an officer, director or partner of such other contracting party,
or has now or hereafter a direct or indirect interest in such contract.
ARTICLE XIII
RESIDENT AGENT
The name and address of the initial resident agent of this corporation is:
Eric P. Littman
1428 Brickell Avenue, 8th Floor
Miami, FL 33131
IN WITNESS WHEREOF, I have hereunto subscribed to and executed these
Articles of Incorporation this on September 25, 1996
<PAGE>
/s/ Eric P. Littman
Eric P. Littman, Subscriber
<PAGE>
Subscribed and Sworn on September 25, 1996 Before me:
/s/ Isabel Cantera
Notary Public
My Commission Expires:
<PAGE>
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR
DOMICILE FOR SERVICE OF PROCESS WITHIN THIS STATE
NAMING THE AGENT UPON WHOM PROCESS MAY BE SERVED
Having been named to accept service of process for Cherry Tree Capital
Corp., at the place designated in the Articles of Incorporation, the undersigned
is familiar with and accepts the obligations of that position pursuant to F.S.
607.0501(3).
<PAGE>
/s/ Eric P. Littman
Eric P. Littman
<PAGE>
ARTICLES OF INCORPORATION
OF
NETMAXIMIZER.COM, INC.
ARTICLE I NAME
The name of this corporation is netmaximizer.com, Inc.
ARTICLE II PRINCIPLE OFFICE
The principal place of business for the corporation will be at #602F-1027 South
Rainbow Blvd., Las Vegas, Nevada 89128. The designation herein of the principal
office of this corporation will be without limitation upon the corporation to
establish a separate business office and additional places of business, either
in the State of Nevada, or elsewhere, or to at any time change said principal
office or place of business in accordance with any applicable requirements of
law.
ARTICLE III DESIGNATED RESIDENT AGENT
The resident agent of the corporation where process may be served is:
Name Address
Nevada Agency and Trust Company 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE IV PURPOSES
The purpose, object and nature of the business for which this corporation is
organized are:
(a) to engage in any lawful activity; and
(b) to carry on such business as may be necessary, convenient, or desirable to
accomplish the above purposes, and to do all other things incidental
thereto which are not forbidden by law or by these Articles of
Incorporation.
ARTICLE V DURATION
The corporation will have perpetual existence.
ARTICLE VI POWERS
The powers of the corporation will be those powers granted by 78.060 and 78.070
of the Nevada Revised Statutes under which this corporation is formed. In
addition, the corporation will have the following specific powers:
(a) To elect or appoint officers and agents of the corporation and fix their
compensation;
(b) To act as an agent for any individual, association, partnership,
corporation, or other legal entity;
(c) To receive, acquire, hold, exercise rights arising out of the ownership or
possession thereof, sell, or otherwise dispose of , shares or other
interests in, or obligations of, individuals, associations, partnerships,
corporations, or governments;
(d) To receive, acquire hold, pledge, transfer, or otherwise dispose of shares
purchased, directly or indirectly, out of earned surplus; and
(e) To make gifts or contributions for the public welfare or for charitable,
scientific or educational purposes.
ARTICLE VII AUTHORIZED CAPITAL STOCK
The total authorized capital stock of the corporation is 50,000,000 shares of
common stock with a par value of $0.001. All stock when issued will be deemed
fully paid and non-assessable. No cumulative voting, on any matter to which
stockholders will be entitled to vote, will be allowed for any purpose.
The authorized stock of this corporation may be issued at such time, upon such
terms and conditions and for such consideration as the Board of Directors will,
from time to time, determine. Stockholders will not have pre-emptive rights to
acquire unissued shares of the stock of this corporation.
ARTICLE VIII DIRECTORS
Section 1. Size of Board. Members of the governing board of this corporation
shall be styled Directors. The number of directors of this corporation may
consist of from one (1) to nine (9) directors, as determined, form time to time,
by the then existing Board of Directors. Their qualifications, terms of office,
manner of election, time and place of meeting, and powers and duties will be
such as are prescribed by statute and in the bylaws of the corporation, The name
and post office address of the directors consisting the first board of
directors, which will be one (1) in number are:
Name Address
Steven Howel 439 West Bockman Way
Sparta, Tennessee 38583
Section 2. Powers of Board. In furtherance and not in limitation of the powers
conferred by the laws of the State of Nevada, the Board of Directors is
expressly authorized and empowered:
(a) To make, alter, amend and repeal the bylaws subject to the power of the
shareholders to alter or repeal the bylaws mad by the Board of Directors;
(b) Subject to the applicable provisions of the bylaws then in effect, to
determine, from time to time, whether and to what extent, and at what
times and places, and under what conditions and regulations, the account
and books of the corporation, or any of them, will be open to shareholder
inspection. No shareholder will have any right to inspect any of the
accounts, books or documents of the corporation, except as permitted by
law, unless and until authorized t do so by resolution of the Board of
Directors or of the shareholders of the corporation;
(c) To issue stock of the corporation for consideration of any tangible or
intangible property or benefit to the corporation including, but not
limited to, cash, promissory notes, services performed, or for any other
assets of value in accordance with the action of the Board of Directors as
to value received and in return therefore will be conclusive and said
stock when issued will be fully paid and non-assessable;
(d) To authorize and issue, without shareholder consent, obligations of the
corporation, secured and unsecured, under such terms and conditions as the
Board, in its sole discretion, may determine, and to pledge or mortgage,
as security therefore, any real or personal property of the corporation,
including after acquired property;
(e) To determine whether any and if so what part of the earned surplus of the
corporation will be paid in dividends to the shareholders, and to direct
and determine other use and disposition of such earned surplus;
(f) To fix, from time to time, the amount of the profits of the corporation to
be reserved as working capital or for any other lawful purpose;
(g) To establish bonus, profit-sharing, stock option or other types of
incentive compensation plans for the employees, including officers and
directors, of the corporation and to fix the amount of profits to be
shared and distributed, and to determine the persons to participate in any
such plans and the amount of their respective participations;
(h) To designate, by resolution passed by a majority of the whole Board, one
or more committees, each consisting of two or more directors, which to the
extent permitted by law and authorized by the resolution of the bylaws
will have and may exercise the powers of the Board;
(i) To provide for the reasonable compensation of its own members by bylaws,
and to fix the terms and conditions upon which such will be paid;
(j) In addition to the powers and authority herein before, or by statute,
expressly conferred upon it, the Board of Directors may exercise all such
powers ad do all such acts and things as may be exercised or done by the
corporation, subject, nevertheless, to the provisions fo the laws of the
State of Nevada, of these Articles of Incorporation, and of the bylaws of
the corporation.
Section 3. Interested Directors. No contract or transaction between this
corporation and any of its directors, or between this corporation and any other
corporation, firm, association, or other legal entity will be invalidated by
reason of the fact that the director of the corporation has a direct or indirect
interest, pecuniary or otherwise, in such corporation, firm or association, or
legal entity, or because the interested director was present at the meeting of
the Board of Directors which acted upon or in reference to such contract or
transaction, or because he participated in such action, provided that (1) the
interest of each such director will have been disclosed to or known by the Board
ad a disinterested majority of the Board will have nonetheless ratified and
approved such contract or transaction (such interested director or directors may
be counted in determining whether a quorum is present for the meeting at which
such ratification or approval is given); or (2) the conditions of N.R.S. 78.140
are met.
ARTICLE IX LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS
The personal liability of a director or officer of the corporation to the
corporation or the shareholders for damages for breach of fiduciary duty as a
director or officer will be limited to acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law.
ARTICLE X INDEMNIFICATION
Each director and each officer of the corporation may be indemnified by the
corporation as follows:
(a) The corporation may indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action or
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee, or agent of the corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgements,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection with the action, suit or proceeding, if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding, by judgement, order, settlement,
conviction or upon plea of nolo contendere or its equivalent does not itself
create a presumption that the person did not act in good faith and in a manner
in which he reasonably believed to be in or not opposed to the best interests of
the corporation, and that, with respect to any criminal action or proceeding, he
had, reasonable cause to believe that his conduct was lawful.
(b) The corporation may indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action or
suit by or in the right of the corporation, to procure a judgement in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or other enterprise, against expenses including amounts paid in
settlement and attorney's fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit, if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interest of the corporation. Indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals there from, to be liable
to the corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case the person is fairly and reasonable
entitled to indemnify for such expenses as the court deems proper.
(c) To the extent that a director, officer or employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he must be
indemnified by the corporation against expenses, including attorney's fees,
actually and reasonable incurred by him in connection with the defense.
(d) Any indemnification under subsection (a) and (b) unless ordered by a
court or advanced pursuant to subsection (e), must be made by the corporation
only as authorized in the specific case upon determination that indemnification
of the director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(i) By the stockholders;
(ii) By the Board of Directors by majority vote of quorum consisting of
directors who were not parties to the act, suit or proceeding;
(iii) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(iv) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.
(e) Expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
(f) The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
<PAGE>
(i) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be
entitled under the certificate or Articles of
Incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for
either an action in his official capacity or an action in
another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to
subsection (e) may not be made to or on behalf of any
director or officer if a final adjudication established
that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and
was material to the cause of action.
(ii) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of
the heirs, executors and administrators of such a person.
ARTICLE XI PLACE OF MEETING; CORPORATE RECORD BOOKS
Subject to the laws of the State of Nevada, the shareholders and the directors
will have the power to hold their meeting, and the directors will have the power
to have an office or offices and to maintain the books of the corporation
outside the State of Nevada, at such place or places as may from time to time be
designated in the bylaws or by appropriate resolution.
ARTICLE XII QUORUM
Subject to the laws of the State of Nevada, a quorum for any meeting of the
shareholders will consist of one-third of the shares of the class of shares
which are entitled to vote at such meeting. A majority of the votes cast is
required for approval of any action taken at any shareholders meeting.
ARTICLE XIII AMENDMENT OF ARTICLES
The provision of these articles of incorporation may be amended, altered or
repealed from time to time to the extent and manner prescribed by the laws of
the State of Nevada, and additional provisions authorized by such laws as are
then in force may be added. All rights herein conferred on the directors,
officers and shareholders are granted subject to reservation.
ARTICLE XIV INCORPORATORS
The names and post office addresses of the incorporators of this corporation
are:
Name Address
Steven Howell 439 West Bockman Way
Sparta, Tennessee 38583
ARTICLE XV ELECTION REGARDING NRS 78.378-78.379 AND 78.411-78.444
This corporation will NOT be governed by nor will the provisions of NRS 78.378
through and including 78.3793 and NRS 78.411 through and including 78.444 in any
way whatsoever affect the management, operation or be applied to this
corporation.
/s/ Steven Howell
Steven Howell, Incorporator
On January 25,1999, personally appeared before me, a Notary Public, Steven
Howell, who acknowledged that he executed the above instrument.
/s/Linda Sparkman
Notary Public in and for the
State of Tennessee
ARTICLES OF MERGER
OF
CHERRY TREE CAPITAL CORP.
(a Florida corporation)
INTO
NETMAXIMIZER.COM, INC. (a Nevada Corporation)
The following articles of merger are submitted in accordance with the Florida
Business Corporation Act, pursuant to section 607.1105, F.S.:
First: That the name and jurisdiction of the surviving corporation are:
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Name and Address Jurisdiction
Netmaximizer.com, Inc. Nevada
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#602F - 1027 South Rainbow Blvd.
Las Vegas, Nevada 89128
Second: The name and address of each merging corporation are:
Name and Address Jurisdiction
Cherry Tree Capital Corp. Florida
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7695 SW 104th Street, Suite 210
Miami, Florida 33156
Third: The Plan of Merger is attached
Fourth: The merger shall become effective on the date the Articles of Merger are
filed with the Florida Department of State.
Fifth: Adoption of Merger by surviving corporation:
The Plan of Merger was adopted by the shareholders of the surviving
corporation on February 9, 1999.
Sixth: Adoption of Merger by merging corporation:
The Plan of Merger was adopted by the shareholders of the merging
corporation on February 9, 1999.
Seventh: SIGNATURES FOR EACH CORPORATION
Name of Corporation Signature Typed or Printed Name of
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Individual & Title
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Cherry Tree Capital Corp. /s/David Saltrelli David Saltrelli, President
Netmaximizer.com, Inc. /s/Steven Howell____Steven Howell, President
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
NETMAXIMIZER.COM, INC.
(a Nevada Corporation)
I, the undersigned President of Netmaximizer.com, Inc., do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 9th Day of March, 1999, adopted a resolution to amend the
original articles as follows:
Article I is hereby amended to read as follows:
The name of this corporation is Cherry Tree Capital Corp.
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 1,000,000; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ David Saltrelli
David Saltrelli, President & Secretary
On March 9th, 1999, personally appeared before me, a Notary Public, David
Saltrelli,
President of Netmaximizer.com, Inc., who acknowledged that he executed the
above instrument.
/s/ Kathleen M. Lang
Notary Public in and for the
State of Florida
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
CHERRY TREE CAPITAL CORP.
(a Nevada Corporation)
I, the undersigned President and Secretary of Cherry Tree Capital Corp.,
do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 14th Day of April, 2000, adopted a resolution to amend the
original articles as follows:
ARTICLE I is hereby amended to read as follows:
The name of the corporation shall be VisualMed Clinical Systems Corp.
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 35,025,000; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding 35,000,000 shares or 99% of each class of stock
outstanding and entitled to vote thereon.
/s/ Carlos Garcia
Carlos Garcia, President & Secretary
On April 14, 2000, personally appeared before me, Notary Public, Carlos
Garcia, President and Secretary of Cherry Tree Capital Corp., who acknowledged
that he executed the above instrument.
/s/ Jennifer Barrueta
Notary Public
