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EXHIBIT 3.1.1
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 30 1995
DEAN HELLER, SECRETARY OF STATE
/s/ Dean Heller
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No. 11178-95
ARTICLES OF INCORPORATION
OF
THE PRK LASER CENTERS OF MICHIGAN, INC.
I, the person hereinafter named as incorporator, for the
purpose of associating to establish a corporation, under the provisions and
subject to the requirements of Title 7, Chapter 78 of Nevada Revised Statutes,
and the acts amendatory thereof, and hereinafter sometimes referred to as the
General Corporation Law of the State of Nevada, do hereby adopt and make the
following Articles of Incorporation:
FIRST: The name of the corporation (hereinafter called the
corporation) is THE PRK LASER CENTERS OF MICHIGAN, INC.
SECOND: The name of the corporation's resident agent in the
State of Nevada is The Prentice-Hall Corporation System, Nevada, Inc., and the
street address of the said resident agent where process may be served on the
corporation is 502 East John Street, Carson City 89706. The mailing address and
the street address of the said resident agent are identical.
THIRD: The aggregate number of shares which the corporation
shall have authority to issue is twenty-five million, which are divided into
five million Preferred shares of a par value of one cent each and twenty million
Common shares of a par value of one cent each.
Subject to the provisions of Section 502 of the Business
Corporation Law, the Board of Directors of the corporation is authorized to
issue the Preferred shares of the corporation, from time to time, in one or more
series with variations as to the number of shares to be included in each series,
as to the distinctive serial designation, as to the rate or rates of
preferential cumulative, non-participating dividends payable in cash annually,
semi-annually, or quarterly, as to the times of payment of and the dates from
which such dividends shall be cumulative, as to the price or prices at which the
same may be redeemed, which shall be not less than the par value thereof, plus
arrearages, if any, as to the notice of redemption, as to the amount and terms
of any sinking or purchase fund, if any, for the purchase or redemption thereof,
provided such sinking fund is payable only out of funds legally available
therefor, as to the terms, conditions, rights, privileges, and other provisions,
if any, respecting the conversion of any or all series of Preferred shares into
Common shares, and as to the preferential amount or amounts which shall be paid
to the holders thereof in the event of the liquidation, dissolution, or winding
up of the corporation, whether voluntary or involuntary, which shall be not less
than the par value thereof, plus arrearages, if any.
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Whenever full dividends as aforesaid upon all shares of all
series of Preferred shares which are issued and outstanding for all past annual
dividend periods shall have been paid, without interest, and whenever full
dividends upon said shares as aforesaid for the then current annual dividend
period shall have been declared and either paid or a sum sufficient for the
payment thereof set aside in full, without interest, the Board of Directors may
declare, set aside, or pay additional cash dividends, and/or may make share
distributions of the authorized but unissued Common shares of the corporation
and/or its treasury Common shares, if any, and/or may make distributions of
bonds or property of the corporation, including the shares or bonds of other
corporations. The holders of record of the issued and outstanding Common shares
shall be entitled in respect of said Common shares exclusively to receive any
such additional cash dividends which may be declared and/or any such
distributions which may be made, each issued and outstanding Common share
entitling the holder of record thereof to receive an equal proportion of said
dividends and/or distributions. Any reference to "distributions" in this
paragraph contained shall not be deemed to include any distributions made in
connection with any liquidation, dissolution, or winding up of the corporation,
whether voluntary or involuntary; nor shall any such reference to
"distributions" in relation to issued and outstanding shares be deemed to limit,
curtail, or divest the authority of the Board of Directors to make any proper
distributions, including distributions of authorized but unissued Common shares,
in relation to its treasury Common shares, if any.
Each issued and outstanding Common share shall entitle the
holder thereof to full voting power. Except as any provision of law may
otherwise require, no share of any series of Preferred shares shall entitle the
holder thereof to any voting power, to participate in any meeting of
shareholders, or to have notice of any meeting of shareholders.
Each share of stock of the corporation shall entitle the
holder thereof to a preemptive right, for a period of thirty days, to subscribe
for, purchase, or otherwise acquire any shares of stock of the same class of the
corporation or any equity and/or voting shares of stock of any class of the
corporation which the corporation proposes to issue or any rights or options
which the corporation proposes to grant for the purchase of shares of stock of
the same class of the corporation or of equity and/or voting shares of any class
of stock of the corporation or for the purchase of any shares of stock, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of stock of the same class of the corporation or equity
and/or voting shares of stock of any class of the corporation, whether now or
hereafter authorized or created, whether having unissued or treasury status, and
whether the proposed issue, reissue, transfer, or grant is for cash, property,
or any other lawful consideration; and after the expiration of said thirty days,
any and all of such shares of stock, rights, options, bonds, securities, or
obligations of the corporation may be issued, reissued, transferred, or granted
by the Board of Directors, as the case may be, to such persons, firms,
corporations, and associations, and for such lawful consideration, and on such
terms, as the Board of Directors in its discretion may determine. As used
herein, the terms "equity shares" and "voting shares" shall mean, respectively,
shares of stock which confer unlimited dividend
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rights and shares of stock which confer unlimited voting rights in the election
of one or more directors.
FOURTH: The governing board of the corporation shall be styled
as a "Board of Directors", and any member of said Board shall be styled as a
"Director."
The number of members constituting the first Board of
Directors of the corporation is one; and the name and the post office box or
street address, either residence or business, of each of said members are as
follows: -
NAME ADDRESS
---- -------
Ted Shoneck 126 East 56th Street
New York, NY 10022
The number of directors of the corporation may be increased or decreased in the
manner provided in the Bylaws of the corporation; provided, that the number of
directors shall never be less than one. In the interim between elections of
directors by stockholders entitled to vote, all vacancies, including vacancies
caused by an increase in the number of directors and including vacancies
resulting from the removal of directors by the stockholders entitled to vote
which are not filled by said stockholders, may be filled by the remaining
directors, though less than a quorum,
FIFTH: The name and the post office box or street address,
either residence or business, of the incorporator signing these Articles of
Incorporation are as follows:
NAME ADDRESS
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LEIF TONNESSEN 375 Hudson Street
New York, NY 10014
SIXTH: The corporation shall have perpetual existence.
SEVENTH: The personal liability of the directors of the
corporation is hereby eliminated to the fullest extent permitted by the General
Corporation Law of the State of Nevada, as the same may be amended and
supplemented.
EIGHTH: The corporation shall, to the fullest extent permitted
by the General Corporation Law of the State of Nevada, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
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vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
NINTH: The provisions of Section 78.3791, Nevada Revised
Statutes, authorizing a resolution of the stockholders granting voting rights to
the control shares acquired by an acquiring person shall have no application to
the corporation.
TENTH: The corporation may engage in any lawful activity.
ELEVENTH: The 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 statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I do hereby execute these Articles of
Incorporation on June 29, 1995.
/s/ Leif Tonnessen
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LEIF TONNESSEN
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 29th day of June, 1995, personally appeared before me,
a Notary Public in and for the State and County aforesaid, LEIF TONNESSEN, known
to me to be the person described in and who executed the foregoing Articles of
Incorporation, and who acknowledged to me that he executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
WITNESS my hand and official seal, the day and year first
above written.
/s/ Irene Chen
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Notary Public
[Notary Stamp]
IRENE CHEN
NOTARY PUBLIC, State of New York
No. 01CH5024895
Qualified in Queens County
Commission Expires March 21, 1996