Exhibit 3.1
ARTICLES OF INCORPORATION
OF
BioDrain Medical, Inc.
We, the undersigned, of full age, for the purpose of forming a corporation underand pursuant to Minnesota Statutes, Chapter 302A in accordance with Section 302A.133, and laws amendatory thereof and supplementary thereto, adopt the following Articles ofIncorporation.
ARTICLE I
Name: The name of this Corporation shall be BioDrain Medical, Inc.
ARTICLE II
Duration: The duration of this Corporation shall be perpetual.
ARTICLE III
Purpose: The purposes for which this Corporation is organized are as follows:
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| a. | General Business purposes. |
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| b. | To manufacture, buy, sell, deal in, and to engage in, contact, and carry on thebusiness of manufacturing, buying, selling and dealing in, goods, wares andmerchandise of every class and description. |
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| c. | To purchase, acquire, hold, improve, sell, convey, assign, release, mortgage,encumber, lease, hire and deal in and otherwise dispose of real and personal property of every kind, name and nature, within or without the state, including stocks, securities and obligations, and to loan money and take securities for the payment of all sums due the corporation, and to sell, assign and release such securities, and to take real and personal property by Will and gift. |
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| d. | To carry out the purposes herein above set forth in any state, territory, districtor possession of the United States, or in any foreign country, to the extent thatsuch purposes are not forbidden by the laws thereof; and, in the case of anystate, territory, district or possession of the United States, or any foreigncountry, in which one or more of such purposes are forbidden by law, to limit, inany certificate for application to do business, the purpose or purposes which the corporation proposes to carry on therein to such as are not forbidden by the law thereof. |
ARTICLE IV
Registered Office: The location and post office address of the registered office of thecorporation, in the State of Minnesota, is 699 Minnetonka Highlands Lane, Orono, MN 55356-9728.
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ARTICLE V
Authorized Shares: The total number of par value shares which this corporationshall have authority to issue is 10 million shares with a par value of one cent ($.01) pershare; all of such shares shall be common stock.
ARTICLE VI
Stated Capital: The amount of stated capital with which this corporation shall begin business will be One Thousand Dollars ($10,000.00).
ARTICLE VII
Directors: The names and post office addresses of the First Directors, whose term ofoffice shall extend until the first annual meeting of the shareholders, or until theirsuccessors are elected and have qualified, are as follows:
Lawrence W. Gadbaw 699 Minnetonka Highlands Lane, Orono, Minnesota, 55356
j.j.a.w.w., LLC (In the person of Jeffrey K. Drogue, its Governor)
4112 Xerxes Avenue South, Minneapolis, Minnesota 55410
Peter L. Morawetz 2433 Sheridan Avenue South, Minneapolis, Minnesota 55405
Gerald D. Rice 7389 Bolton Way, Inver Grove Heights, Minnesota 55076
ARTICLE VIII
Incorporators: The names and post office addresses of each of the incorporators areas follows:
Lawrence W. Gadbaw 699 Minnetonka Highlands Lane, Orono, Minnesota, 55356
j.j.a.w.w., LLC (In the person of Jeffrey K. Drogue, its Governor)
4112 Xerxes Avenue South, Minneapolis, Minnesota 55410
Peter L. Morawetz 2433 Sheridan Avenue South, Minneapolis, Minnesota 55405
Gerald D. Rice 7389 Bolton Way, Inver Grove Heights, Minnesota 55076
ARTICLE IX
Corporate Powers: This corporation shall have all the powers granted to private corporations organized for profit by said Minnesota Business Corporation Act, and infurtherance and not in limitation, of the powers conferred by the laws of the State ofMinnesota upon corporation s organized for the foregoing purposes, the corporation shallhave the power to acquire, hold, mortgage, pledge or dispose of the shares, bonds, securitiesor other evidences of indebtedness of the United States of America, or of any domestic or foreign corporation, and while the holder of such shares, to exercise all the privileges ofownership, including the right to vote thereon, to the same extent as a natural person might
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or could do, by the president of this corporation or by proxy appointed by him, unless some other person, by resolution of the Board of Directors, shall be appointed to vote such share.
ARTICLE X
By-Laws Change: Authority to make or alter By-Laws is hereby vested in the Boardof Directors subject to the power of the stockholders to change or repeal such By-Laws;provided, however, that the Board of Directors shall not make or alter any By-Laws fixing their number, qualifications, classifications or terms of office.
In Testimony Whereof, the undersigned incorporators are persons who are of fullage, and have hereto signed these Articles of Incorporation, this 23rd day of April 2002.
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| Lawrence W. Gadbaw |
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| Peter L. Morawetz |
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| j.j.a.w.w., LLC (In the person of Jeffery K. Drogue, its Governor) |
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| Gerald D. Rice |