Exhibit 3.1
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
ARTICLES OF INCORPORATION
OF
CHoPP COMPUTER CORP.
SEP 24 1996
No. C20112-96
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/s/ [ILLEGIBLE]
[ILLEGIBLE] SECRETARY OF STATE
KNOW ALL MEN BY THESE PRESENTS:
That I, the undersigned, have this day voluntarily associated myself for
the purpose of forming a corporation under and pursuant to the laws of the State
of Nevada, and I HEREBY CERTIFY:
FIRST: The name of said corporation is:
CHoPP COMPUTER CORP.
SECOND: The name and address of the resident agent is:
J. Douglas Clark
One East Liberty St., Ste. 504
Reno, Nevada 89501
THIRD: The maximum number of shares of stock of the corportion that may be
issued is Twenty Million (20,000,000) with a par value of .001, consisting
entirely of voting common shares.
FOURTH: The governing board of this corporation shall be known as
directors, and the number of directors may from time to time by increased or
decreased in such manner as shall be provided by the By-Laws of this
corporation, provided that the number of directors shall not be reduced to less
than one (1).
The name and post office address of the first Board of Directors,
which shall be one (1) in number, is as follows:
NAME ADDRESS
Don Hutton 2255 Araby Drive
Palm Springs, CA 92264
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FIFTH: The name and post office address of the incorporator signing these
Articles of Incorporation is as follows:
NAME ADDRESS
Kathi Price P.O. Box 2310
Reno, Nevada 89505
SIXTH: No director or officer of this corporation shall be personally
liable to the corporation or to its stockholders for damages for breach of
fiduciary duty as a director or officer except for:
(a) Acts or omissions which involve intentional misconduct, fraud,
or a knowing violation of law; or
(b) The payment of distributions in violation of NRS 78.300.
SEVENTH: This corporation is to have perpetual existence.
EIGHTH: (I) Every person who was or is a party, or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, adminstrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or sufferred by him in connection therewith.
Such right of indemnificatin shall be a contract
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right which may be enforced in any manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which such directors,
officers or representatives may have or thereafter acquire, and, without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any by-law, agreement, vote of
stockholders, provision of law, or otherwise, as well as their rights under this
Article.
(2) the expenses of officers and directors and their legal
representatives 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 of 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 section
(2) do not affect any right to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any contract
or otherwise by law. The indemnification provided for in this section (2) shall
not be made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involve intentional misconduct, fraud of
a knowing violation of the law and was material to the cause of action.
(3) The Board of Directors may adopt by-laws from time to time with
respect to indemnification, to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada. This corporation may purchase and
maintain insurance or make other financial arrangements on behalf of any person
who 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 another corporation, or of its
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representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such satus, to the fullest extent permitted by the
laws of the State of Nevada whether or not the corporation would have the power
to indemnify such person. No financial arrangements made pursuant to this
section (3) may provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable for
intentional misconduct, fraud or a knowing violation of law, except with respect
to the advanced of expenses or indemnification ordered by a court.
NINTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation in the manner
now or hereafter prescribed by the laws of the State of Nevada, and all rights
conferred upon officers, directors and stockholders herein are granted subject
to this reservation.
IN WITNESS WHEREOF, I have hereunto set my respective hand this 16th day
of September, 1996.
/s/ Kathi Price
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KATHI PRICE
STATE OF NEVADA )
: ss.
COUNTY OF WASHOE )
On this 10th day of September, 1996, before me, a Notary Public,
personally appeared KATHI PRICE, who severally acknowledged to me that she
executed the foregoing instrument.
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CYNTHIA Q. TOPOIAN
[LOGO] Notary Public - State of Nevada
Appointment Recorded in Washoe County
MY APPOINTMENT EXPIRES DEC. 7, 1997
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/s/ [ILLEGIBLE]
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NOTARY PUBLIC
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[ILLEGIBLE LETTERHEAD FOR THE STATE OF NEVADA]
FILED
IN THE OFFICE OF THE
[ILLEGIBLE]
STATE OF NEVADA
No. FEB 12 1999
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/s/ [ILLEGIBLE]
[ILLEGIBLE] SECRETARY OF STATE
Certificate of Amendment to Articles of Incorporation
For Profit Nevada Corporations
(Pursuant to NRS 78-385 and 78-390 - After Issuance of Stock)
-Remit in Duplicate -
1. Name of corporation: CHOPP COMPUTER CORP.
2. The articles have been amended as follows (provide article numbers, if
available):
ARTICLE #1 HAS BEEN AMENDED AS FOLLOWS:
THE COMPANY NAME HAS BEEN CHANGED TO: ANTS SOFTWARE.COM
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 100%.
4. Signature
/s/ Donald R. Hutton /s/ Alison B. Hicks
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President or Vice President Secretary or Asst. Secretary
(acknowledgement required) (acknowledgement required)
State of: California
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County of: SANTA BARBARA
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This [ILLEGIBLE] was acknowledged before me on
February 12th, 1999, by
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Penny M. Sharrett (Name of Person)
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as Notary Public
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as designated to sign this certificate
of Donald R. Hutton
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(name on behalf of whom instrument was executed)
/s/ Penny M. Sharrett
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Notary Public Signature
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PENNY M. SHARRETT
Commission [ILLEGIBLE] 1176066
[LOGO] Notary Public - California
Santa Barbara County
My Comm. Expires May 12, 2002
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* If any proposed amendment would alter or change any preference or any
[ILLEGIBLE] or other right given to any class or series of outstanding shares,
then the amendment must be approved by the vote, in addition to the [ILLEGIBLE]
vote otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations of restrictions on the voting power thereof.
IMPORTANT. Failure to include any of the above information and remit the proper
facts may cause this filing to be rejected.
