EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
IMProCOM, INC.
The undersigned proposes to form a corporation under the laws of the State of
Nevada, relating to private corporations, and to that end hereby adopts articles
of incorporation as follows:
ARTICLE ONE
NAME
The name of the corporation is IMProCOM, Inc..
ARTICLE TWO
LOCATION
The principal office of this corporation is to be at 150 Lake Glen Drive, City
of Carson City, State of Nevada. The Mailing address is Post Office Box 2152,
Carson City, Nevada 89702.
ARTICLE THREE
PURPOSES
The Corporation is authorized to carry on any lawful business or enterprise,
including but not exclusive to:
(a) Purchasing and selling all types of aircraft and related
accessories,
(b) purchasing and selling all types and kinds of computers,
imaging technologies, laser technologies, including hardware
products and software packages,
(c) Purchasing and selling all types and kinds of marine equipment
and related accessories,
(d) Offering advertising services in connection with the sale of
airplanes, computers, boats, ships, and any and all other
products,
(e) Constructing, manufacturing, raising or otherwise producing,
and repairing, servicing, storing or otherwise caring for any
type of structure, commodity or livestock whatsoever,
processing, selling, brokering, factoring or distributing any
type of property whether real or personal; extracting and
processing natural resources, transporting freight or
passengers by land, sea or air; collecting and disseminating
information or advertisement through any medium whatsoever;
performing personal services of any nature;
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and entering into or serving in any type of management,
investigative, advisory, promotional, protective, insurance,
guarantyship, suretyship, fiduciary or representative capacity
or relationship for any persons or corporations whatsoever,
(f) Engaging in sales, appraisal, management and promotion of
musical and literary properties and activities including but
not limited to publishing, booking talent, making commercials,
and instruction,
(g) Purchasing, distributing, engineering, selling, designing
systems, leasing and franchising all types of
telecommunication-computer products, including but not limited
to satellite-communication devices.
ARTICLE FOUR
CAPITAL STOCK
The amount of the total authorized capital stock of this corporation is
50,000,000 at $.001.
ARTICLE FIVE
DIRECTORS
The members of the governing board of this corporation shall be styled directors
and their number shall be three.
The name and address of each member of the first board of directors is:
Frederick M. Jenner, P.O. Box 10038, Charlotte, NC 28212
Zalkind Hurwitz, 610 Mt. Vernon Avenue, Charlotte, NC 28203
Annette H. Greene, 6810 Old Post Road, Charlotte, NC 28212
ARTICLE SIX
INCORPORATORS
The name and address of the incorporator is: Elizabeth R. Block, 150 Lake Glen
Drive, Carson City, Nevada 89701.
ARTICLE SEVEN
PERIOD OF EXISTENCE
The period of existence of this corporation shall be perpetual.
ARTICLE EIGHT
AMENDMENT OF ARTICLES OF INCORPORATION
The articles of incorporation of the corporation may be amended from time to
time by a majority vote of all shareholders voting by written ballot in person
or
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by proxy held at any general or special meeting of shareholders upon lawful
notice.
ARTICLE NINE
STATUTORY RESIDENT AGENT
The corporation does hereby name, constitute and appoint as its statutory
resident agent within the State of Nevada for receipt of process or any other
lawful purpose STATE AGENT AND TRANSFER SYNDICATE, INCORPORATED, 150 Lake Glen
Drive, Carson City, Nevada with a mailing address of Post Office Box 2152,
Carson City, Nevada 89702, telephone number is (702) 882-1013. This appointment
of resident agent shall be continuous unless otherwise changed by the Board of
Directors of the corporation acting pursuant to the laws of the State of Nevada.
ARTICLE TEN
VOTING OF SHARES
In any election participated in by the shareholders, each shareholder shall have
one vote for each share of stock he owns, either in person or by proxy as
provided by law. Cumulative voting shall not prevail in any election by the
shareholders of this corporation.
IN WITNESS WHEREOF the undersigned, Elizabeth R. Block, for the purpose
of forming a corporation under the laws of the State of Nevada, does make, file
and record these articles, and certifies that the facts herein stated are true;
and I have accordingly hereunto set my hand this 3rd day of October 1985.
INCORPORATOR:
/s/ Elizabeth R. Block
-----------------------
Elizabeth R. Block
STATE OF NEVADA
COUNTY OF CARSON CITY
On October 3, 1985, Elizabeth R. Block personally appeared before me, a notary
public, and executed the above instrument.
/s/ Nancy Graham
-----------------------
SIGNATURE OF NOTARY
Notary Stamp or seal
EXHIBIT 3.1 (con't)
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
IMProCOM, INC.
IMProCOM, INC., a corporation organized under the laws of the State of
Nevada, by its president and assistant secretary, does hereby certify:
1. That the board of directors of said corporation passed a resolution
by unanimous written consent dated March 12, 1996, authorizing the following
change and amendment in the articles of incorporation:
RESOLVED that Article One of said articles of incorporation be amended
to read as follows: "The name of the corporation is InVision Technology, Inc."
2. That the number of shares of the corporation outstanding and
entitled to vote on an amendment to the articles of incorporation is 4,293,930;
that the said change and amendment has been consented to and authorized by the
written consent of stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
IN WITNESS WHEREOF, the said corporation has caused this certificate to
be signed by its president and assistant secretary and its corporate seal to be
hereto affixed this 12th day of March, 1996.
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IMProCOM, INC.
By:/s/ Jack R. Sauer
--------------------
Jack R. Sauer
President
By:/s/ Ronald W. Cantwell
--------------------
Ronald W. Cantwell
Assistant Secretary
(SEAL)
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On March 12th, 1996, personally appeared before me, a Notary Public,
Jack R. Sauer and Ronald W. Cantwell, who acknowledged that they executed the
above instrument.
/s/ Patricia M. Rudloff
------------------------
Notary Public
(SEAL)
EXHIBIT 3.1 (con't)
--------------------------
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
INVISION TECHNOLOGY, INC.
--------------------------
InVision Technology, Inc., a corporation organized under the laws of
the States of Nevada, by its President and Assistant Secretary, does hereby
certify:
1. That the board of directors of said corporation passed a resolution
by unanimous written consent dated May 14, 1996, authorizing the following
change and amendment in the Articles of Incorporation:
RESOLVED that Article One of said Articles of Incorporation be amended
to read as follows: "The name of the corporation is Shepherd Surveillance
Solutions, Inc."
2. That the number of shares of the corporation outstanding and
entitled to vote on an amendment to the articles of incorporation is 4,293,822;
that the said change and amendment has been consented to and authorized by the
written consent of stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
IN WITNESS WHEREOF, the said corporation has caused this certificate to
be signed by its President and Assistant Secretary and its corporate seal to be
hereto affixed this 15th day of May, 1996.
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InVision Technology, Inc.
By:/s/ Jack R. Sauer
----------------------
Jack R. Sauer
President
By:/s/ Ronald W. Cantwell
----------------------
Ronald W. Cantwell
Assistant Secretary
(SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On May 15th, 1996, personally appeared before me, a Notary Public, Jack
R. Sauer and Ronald W. Cantwell, who acknowledged that they executed the above
instrument.
/s/ Patricia M. Rudloff
--------------------
Notary Public
(SEAL)