ULTRAMED INTERNATIONAL, INC.
BENNETT L. OPPENHEIM, PH.D.
DIRECTOR
1580 LEMOINE AVENUE - SUITE 8 PHONE: 201-592-0634
FORT LEE, NJ 07024 FAX: 201-592-0652
CERTIFICATE OF INCORPORATION OF
ULTRAMED INTERNATIONAL, INC.
To: The Secretary of State Filed Aug. 25, 1999
State of New Jersey
The undersigned, of the age of eighteen years or over, for the purpose of
forming a corporation pursuant to the provisions of Title 14A, Corporations,
General, of the New Jersey Statutes, does hereby execute the following
Certificate Of Incorporation:
FIRST: The name of the corporation is
UltraMed International, Inc.
SECOND: The purposes for which this corporation is organized are:
To engage in any activity within the purposes for which corporations may
be organized under the "New jersey Business Corporation Act", N.J.S. 14A: 1-1 et
seq.
In addition to the powers conferred upon shareholders and directors of
the corporation shall have the following additional express power:
1) The shareholders shall have the express power to remove any director
of the corporation at any annual or special meeting or other time,
either with or without cause, by the vote of a majority of a quorum
of shareholders present at such time or meeting.
2) The Directors shall have the express power to remove any officer of
the corporation at any annual or special meeting or other time,
either with or without cause, by the vote of a majority of a quorum
of directors present at such time or meeting.
3) Except to the extent prohibited by law, no director or officer of
the corporation shall be personally liable to the corporation or
it's shareholders for damages for breach of any duty owed to the
corporation or it's shareholders, provided that a director or
officer shall not be relieved from liability for any breach of duty
based upon an act or omission
a) in breach of such person's duty of loyalty to the
corporation or it's shareholders,
b) not in good faith or involving a knowing violation of the
law or
c) resulting in receipt by such person of an improper personal
benefit.
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4) To the extent permitted by law, the corporation shall defend,
indemnify and hold its officers and directors harmless for all acts
and omissions in the performance of their duties for the
corporation, provided that such acts or omissions are made in good
faith and do not involve a knowing violation of the law nor result
in an improper personal benefit to the officers or directors.
THIRD: The aggregate number of shares which the corporation shall
have the authority to issue is
2,500 Shares Without Nominal or Par Value
FOURTH: The name and address of the corporation's initial
Registered Agent therein in
Richard B. Davis 224 South Street, Freehold, N.J. 07728
FIFTH: The number of directors constituting the initial Board Of
Directors shall be ONE and the names and addresses of
the directors are as follows:
Bennett Oppenheim 38 Avalon Drive, Montville, N.J. 07045
SIXTH: The name and address of the incorporator is as follows:
Patricia L. Marciniak 474 Old Bridge Turnpike,
South River, N.J. 08882
IN WITNESS WHEREOF, the undersigned, the Incorporator of the above
named Corporation, has hereunto signed this Certificate of
Incorporation.
Dated: August 25, 1999 Signed by: Patricia L. Marciniak
Filed By:
Karkus Press
PO Box 618
Perth Amboy, New Jersey 08862
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NUMBER SHARES
[ ]
Incorporated Under the Laws of the State of New Jersey
ULTRAMED INTERNATIONAL, INC.
Authorized Issue: 2,500 Shares without Nominal or Par Value
THIS CERTIFIES THAT ________________________________________________
Is the registered holder of ___________ fully paid and
non-assessable Shares of the Capital Stock of the above named
Corporation, transferable only on the books of the corporation in
person or by duly authorized Attorney upon surrender of this
certificate properly endorsed, subject to Law, and the provisions of
the Certificate of Incorporation and the by-laws of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to
be hereunto affixed this _____________day of
_______________19____________
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Secretary President
