EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
FUTURE PROJECTS VIII CORP..
PURSUANT TO THE PROVISIONS OF SECTION 607.1006, FLORIDA STATUTES, THIS FLORIDA
PROFIT CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF
INCORPORATION:
FIRST: Amendment adopted:
Article I is hereby amended to read as follows:
The name of the corporation is American IDC Corp.
SECOND: There is no change to the authorized capital of the corporation.
THIRD: The date of the amendment's adoption is July 20, 2000.
FOURTH: Adoption of Amendments:
The amendment was adopted by shareholders. The number of votes cast for the
amendment was sufficient for approval.
Signed this 20th day of July, 2000.
/S/ GORDON F. LEE
---------------------------
Gordon F. Lee, President
Prepared by: Thomas A. Braun, Esq.
#309 - 837 W. Hastings St.
Vancouver, B.C. V6C 3N6
Tel. (604) 605-0507
Fax (604) 605-0508
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ARTICLES OF INCORPORATION
OF
FUTURE PROJECTS VIII 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 FUTURE PROJECTS VIII CORP.
ARTICLE II
PURPOSE
This corporation shall be organized for any and all purposes authorized under
the laws of the state of Florida
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
SHARES
The capital stock of this corporation shall consist of 50,000,000 shares of
common stock, $0.001 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 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 address
of the initial Board of Directors and Officers are as follows:
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Eric P. Littman President/Secretary/Director
1428 Brickell Avenue
8th Floor
Miami, FL 33131
ARTICLE VII
DENIALOF 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
9.1 INSPECTION OF BOOKS. The board of directors shall make reasonable 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 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 at a
meeting of shareholder's shall constitute a quorum.
9.4 REQUIRED VOTE. Acts of shareholders shall require the approval of holders of
50.01% of the outstanding votes of shareholders.
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ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRCTORS AND OFFICERS
To the fullest extend 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
8th Floor
1428 Brickell Avenue
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
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IN WITNESS WHEREOF, I have hereunto subscribed to and executed these Articles of
Incorporation this on June 1, 1997.
/S/ ERIC P. LITTMAN
---------------------------
Eric P. Littman, Subscriber
Subscribed and Sworn on June 1, 1997 Before me:
/S/ ISABEL CANTERA
------------------------------
Isabel Cantera, Notary Public
My Commission Expires February 25, 1999
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