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EXHIBIT 3.12
[SEAL]
ARTICLES OF INCORPORATION OF
ANAMED CORPORATION
The undersigned natural person, of the age of 21 or more, acting to form a
corporation under the Chapter of the Corporate Laws of the State of Nevada do
hereby state the following:
ARTICLE 1: The name of the corporation shall be ANAMED CORPORATION
ARTICLE 2: The address of the initial registered office of the corporation is
3305 West Springmountain Road #60 in the City of Las Vegas, in
Clark County. The name of the initial registered agent at said
address in JAMES WEIGL.
ARTICLE 3: The purpose for which the corporation is organized shall be: To
engage in any activity within the purposes for which Corporations
may be organized, including the buying and selling of real estate
and other property, borrow or loan money, under the Business
Corporations Act.
ARTICLE 4: The total number of shares of stock which the corporation is
authorized to have outstanding is 1000 shares, defined as all of
one class with no par value. The amount of stated capital with
which the corporation shall begin business is $5,000.
ARTICLE 5: The number of directors constituting the initial board of directors
is 1, and the names and addresses of the persons who will serve
as directors until the first annual meeting of shareholders or
until their successors are elected are:
[SEAL]
NAMES ADDRESSES
JAMES WEIGL 3305 WEST SPRINGMOUNTAIN ROAD #60,
LAS VEGAS, NV 89102
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ARTICLE 6: Capital stock, after the amount of subscription price, or par value,
has been paid in shall not be subject to assessment to pay the
debts of the corporation.
ARTICLE 7: The names and addresses of the persons who are to act as
incorporators are as follows:
NAMES ADDRESSES
JAMES WEIGL 2620 S. MARYLAND PKWY #107,
LAS VEGAS, NV 89109
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ARTICLE 8: The duration of the corporation shall be perpetual.
ARTICLE 9: Neither the directors nor the officers are to be personally liable
to the corporation or its stockholders for damages for breach of
fiduciary duty as a director or officer, but this provision shall
not limit such liability for:
1- Acts or omissions which involve intentional misconduct,
fraudor a knowing violation of law, or
2- The payment of dividends in violation of NRS 78.300
I, the undersigned, being the incorporator of the corporation identified above,
declare that I have examined the foregoing this 2nd day of February, 1990, and
do declare it to be true and correct.
/s/ James Weigl 3387 CHICAGO AVENUE, RIVERSIDE RIVERSIDE CA
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Name Address County State
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
On Oct 26, 1990, personally appeared before me, a notary public,
Notary Seal
who acknowledged that James Weigl executed the above instrument.
/s/ Sandra J. Subia
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Signature of Notary
[SEAL]