ARTICLES OF INCORPORATION
OF
QUINTONIX, INC.
ARTICLE I
NAME OF CORPORATION
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The name of the Corporation is QUINTONIX, INC.
ARTICLE II
DURATION
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The Corporation shall exist perpetually or until dissolved
according to law.
ARTICLE III
PURPOSES
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The purposes of the Corporation is to obtain funds which,
though limited, may be used to investigate and take advantage of such business
opportunities as may, in the management of perception, from time to time appear
desirable; provided that none of such opportunities would entail any violation
of federal, state or local law or regulation; and to conduct such other business
as may be authorized by the laws of the State of Nevada.
ARTICLE IV
SHARES
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The aggregate number of shares which the Corporation shall
have authority to issue is Fifty Million (50,000,000) shares of common stock
having a par value of one mil ($.001) per share. All voting rights of the
Corporation shall be exercised by the holders of the common stock, with each
share of common stock being entitled to one vote. All shares of common stock
shall have equal rights in the event of dissolution or final liquidation.
ARTICLE V
REGULATION OF INTERNAL AFFAIRS
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Section 1. Shareholders' Meetings. Meetings of shareholders
may be called by the President or by any one director or by any number of
shareholders owning not less than ten percent of the outstanding shares entitled
to vote at such meeting. Notice of shareholders' meetings shall be given in
writing by mailing such notice to the address of every shareholder, at the last
known address of such shareholder, at least ten days prior to the date and hour
of said meeting. Publication of notice of a shareholders' meeting is not
required for any purpose. Any notice required to be given any shareholders of
this Corporation may be waived by written instrument signed by such
shareholders.
Section 2. By-Laws. The majority of the directors may adopt
by-laws for the Corporation which are consistent with these Articles and the
laws of the State of Nevada and may amend and repeal from time to time any
by-law.
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Section 3. Contracts with Interested directors or officers. No
contract, lease, or other transaction between the Corporation and any other
corporation and no other act of the Corporation with relation to any other
corporation shall, in the absence of fraud, in any way be invalidated or
otherwise affected, by the fact that any one or more of the directors or
officers of the Corporation are pecuniarily or otherwise interested in, or are
officers or directors of such other corporation. Any officer may recommend or
approve, if it is within the scope of his authority to do so, and any director
of the Corporation may vote upon any contract or other transaction between the
Corporation and any subsidiary or affiliated corporation without regard to the
fact that such officer or director of such subsidiary or individually, or any
firm or association of which any officer of director may be a member, may be a
party to, or may be pecuniarily or otherwise interested in, any contract, lease,
or other transaction with the Corporation, provided that the fact that he
individually or as a member of such firm or association is such a party to, or
is so interested in, any contract, lease, or other transaction with the
Corporation, shall be disclosed, or shall have been known, to the Board of
Directors or by a majority of such members thereof as shall be present at any
meeting of the Board of Directors at which action upon any such contract or
transaction shall be taken; and in any case described in this paragraph, any
such director may be counted in determining the existence of a quorum at any
meeting of the Board of Directors at which action upon any such contract or
transaction shall be taken; and in any case described in this paragraph, any
such director may be counted in determining the existence of a quorum at any
meeting of the Board of Directors which shall authorize any such contract,
lease, or other transaction and may vote thereat to authorize any such contract
or transaction.
ARTICLE VI
NO PREEMPTIVE RIGHTS
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No holder of shares of the capital stock of any class of the
corporation shall have any preemptive or preferential rights of subscription to
any shares of any class of stock of the corporation, whether now or hereafter
authorized, or to any obligations convertible into stock of the corporation,
issued or sold. The term "convertible obligations" as used herein shall include
any notes, bonds or other evidences of indebtedness to which are attached or
with which are issued warrants or other rights to purchase stock of the
corporation.
ARTICLE VII
REGISTERED OFFICE AND AGENT
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The address of the initial registered office of the
Corporation is One East, First Street, Reno, Nevada 89501 and the name of its
initial registered agent at such address is The Corporation Trust Company.
ARTICLE VIII
REGISTERED OFFICE AND AGENT
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The number of directors which shall constitute the initial
Board of Directors of the Corporation is three. They shall serve as directors
until the first regular annual meeting of the shareholders or until their
successors are elected and shall qualify. They are:
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NAME ADDRESS
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Lawrence P. Magilligan 2 East Oak #1901
Chicago, IL 60611
Sidney Seftel 8501 Kings Hill Drive
Salt Lake City, UT 84121
James P. Fuoco, Jr. 3661 South 1300 East
Salt Lake City, UT 84106
ARTICLE IX
INCORPORATORS
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The name and address of each incorporator is:
NAME ADDRESS
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Lawrence P. Magilligan 2 East Oak #1901
Chicago, IL 60611
Sidney Seftel 8501 Kings Hill Drive
Salt Lake City, UT 84121
James P. Fuoco, Jr. 3661 South 1300 East
Salt Lake City, UT 84106
ARTICLE X
INDEMNIFICATION - EXCULPATION
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The Corporation shall provide indemnification and/or
exculpation to its directors, officers, employees, agents, and other entities
which deal with it to the maximum extent provided, and under the terms provided,
by the laws and decisions of the courts of the State of Nevada and by any
additional applicable federal or state laws or court decisions.
DATED this 31st day of August, 1983.
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Lawrence P. Magilligan
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James P. Fuoco, Jr.
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Sidney Seftel
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STATE OF ILLINOIS )
) s.s.
COUNTY OF COOK )
On the 7th day of September, 1983 personally appeared before
me Lawrence P. Magilligan who, being by me duly sworn, declared that he is the
person who signed the within and foregoing Articles of Incorporation as
incorporator and that the statements contained therein are true.
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Notary Public, residing at
My Commission Expires: 3-3-86
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STATE OF )
) s.s.
COUNTY OF )
On the 4th day of September, 1983 personally appeared before
me James P. Fuoco, Jr. who, being by me duly sworn, declared that he is the
person who signed the within and foregoing Articles of Incorporation as
incorporator and that the statements contained therein are true.
---------------------------------
Notary Public, residing at
Salt Lake City, Utah
My Commission Expires: June 3, 1987
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