EXHIBIT 3.1
Amended Articles of Incorporation
AMENDED ARTICLES OF INCORPORATION
OF
ELDERWATCH, INC.
**************************************************************
The undersigned, acting as incorporator, pursuant to the provisions of
the laws of the State of Florida relating to private corporations,
hereby adopts the following Articles of Incorporation:
ARTICLE ONE. (NAME)
The name of the corporation is:ELDERWATCH, INC.
The address of the corporation is: 2881 North Pine Island Road
Building 65, Suite 203
Sunrise, FL 33322
ARTICLE TWO. (RESIDENT AGENT)
The agent for service of process is Allan Weiss
Mailing address: 2881 North Pine Island Road
Building 65, Suite 203
Sunrise, Florida 33322
ARTICLE THREE. (PURPOSES)
The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of
Florida or of the United States of America, and without limiting the
generality of the foregoing, specifically:
I. (OMNIBUS). To have to exercise all the powers now or
hereafter conferred by the laws of the State of Florida upon
corporations organized pursuant to the laws under which the
corporation is organized and any and all acts amendatory
thereof and supplemental thereto.
II. (CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry
on its business or any branch thereof in any state or
territory of the United States or in any foreign country in
conformity with the laws of such state, territory, or foreign
country, and to have and maintain in any state, territory, or
foreign country a business office, plant, store or other
facility.
III. (PURPOSES TO BE CONSTRUED AS POWERS). The purposes
specified herein shall be construed both as purposes and
powers and shall be in no wise limited or restricted by
reference to, or inference from, the terms of any other clause
in this or any other article, but the purposes and powers
specified in each of the clauses herein shall be regarded as
independent purposes and powers, and the enumeration of
specific purposes and powers shall not be construed to limit
or restrict in any manner the meaning of general terms or of
the general powers of the corporation; nor shall the
expression of one thing be deemed to exclude another, although
it be of like nature not expressed.
ARTICLE FOUR. (CAPITAL STOCK)
The corporation shall have authority to issue an aggregate ofONE
HUNDRED AND TEN MILLION (110,000,000) shares of stock, par value one
mill ($0.001) per share divided into two (2) classes of stock as follows for a total capitalization of One Hundred and Ten Thousand Dollars ($110,000).
a) Non-Assessable Common Stock: One hundred Million (100,000,000)
shares of Common stock, Par Value One Mill ($0.001) per share,
and
b) Preferred Stock:Ten Million (10,000,000) shares of Preferred
stock, Par Value One Mill ($0.001) per share.
All capital stock when issued shall be fully paid and non-assessable.
No holder of shares of capital stock of the corporation shall be
entitled as such to any pre-emptive or preferential rights to subscribe
to any un-issued stock, or any other securities, which the corporation
may now or hereafter be authorized to issue.
The corporation's capital stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors,
provided that the consideration so fixed is not less than par value.
Holders of the corporations Common Stock shall not possess cumulative
voting rights at any shareholders meetings called for the purpose of
electing a Board of Directors or on other matters brought before
stockholders meetings, whether they be annual or special.
ARTICLE FIVE. (DIRECTORS).
The affairs of the corporation shall be governed by a Board of Directors
of not more than fifteen (15) or less than one (1) person. The name and
address of the first Board of Directors is:
NAME ADDRESS
Allan Weiss 2881 North Pine Island Road
Building 65, Suite 203
Sunrise, FL 33322
ARTICLE SIX. (ASSESSMENT OF STOCK).
The capital stock of the corporation, after the amount of the
subscription price or par value has been paid in, shall not be subject
to pay debts of the corporation, and no paid up stock and no stock
issued as fully paid up shall ever be assessable or assessed.
ARTICLE SEVEN. (INCORPORATOR).
The name and address of the incorporator of the corporation is as
follows: Allan Weiss, 2881 North Pine Island Road, Building 65, Suite
203, Sunrise, FL 33322.
ARTICLE EIGHT. (PERIOD OF EXISTENCE).
The period of existence of the Corporation shall be perpetual.
ARTICLE NINE. (BY-LAWS).
The Board of Directors shall adopt the initial Bylaws of the
corporation. The power to alter, amend, or repeal the By-laws, or to
adopt new Bylaws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the Bylaws.
ARTICLE TEN. (STOCKHOLDERS' MEETINGS).
Meetings of stockholders shall be held at such place within or without
the State of Florida as may be provided by the Bylaws of the
corporation. The President or any other executive officer of the
corporation, the Board of Directors, or any member may call special
meetings of the stockholders thereof, or by the record holder or holders
of at least ten percent (10%) of all shares entitled to vote at the
meeting. Any action otherwise required to be taken at a meeting of the
stockholders, except election of directors, may be taken without a
meeting if a consent in writing, setting forth the action so taken,
shall be signed by stockholders having at least a majority of the voting
power.
ARTICLE ELEVEN. (CONTRACTS OF CORPORATION).
No contract or other transaction between the corporation and any other
corporation, whether or not a majority of the shares of the capital
stock of such other corporation is owned by this corporation, and no act
of this corporation shall be any way be affected or invalidated by the
fact that any of the directors of this corporation are pecuniarily or
otherwise interested in, or are directors or officers of such other
corporation. Any director of this corporation, individually, or any
firm of which such director may be a member, may be a party to, or may
be pecuniarily or otherwise interested in any contract or transaction of
the corporation; provided, however, that the fact that he or such firm
is so interested shall be disclosed or shall have been known to the
Board of Directors of this corporation, or a majority thereof; and any
director of this corporation who is also a director or officer of such
other corporation, or who is so interested, may be counted in
determining the existence of a quorum at any meeting of the Board of
Directors of this corporation that shall authorize such contract or
transaction, and may vote thereat to authorize such contract or
transaction, with like force and effect as if he were no such director
or officer of such other corporation or not so interested.
ARTICLE TWELVE. (LIABILITY OF DIRECTORS AND OFFICERS).
No director or officer shall have any personal liability to the
corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, except that this Article Twelve shall not
eliminate or limit the liability of a director or officer for (I) acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of dividends in violation of the
Florida Revised Statutes.
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed
his/her signature at Sunrise, Florida, this 18th day of July, 2005.
_/s/Allan Weiss
Allan Weiss, President, Secretary and Treasurer
These amended Articles of Incorporation of ELDERWATCH, INC. have been adopted, shareholder approval is or was not needed.
