Exhibit 3.6
ARTICLES OF INCORPORATION
OF
Bio-Medical Automation, Inc.
KNOW ALL MEN BY THESE PRESENTS:
That I, Jean Sherett the undersigned, for the purpose of forming a
corporation under the laws of the State of Nevada, relating to the General
Corporation Law,
DO HEREBY CERTIFY:
FIRST: The name of the corporation is:
Bio-Medical Automation, Inc.
SECOND: This corporation is authorized to carry on any lawful business
or enterprise.
THIRD: The amount of the total authorized capital stock of this
corporation is 45,000,000 shares, consisting of 40,000,000
common stock at $0.001 par value and 5,000,000 preferred stock
at $0.01 par value.
Common Stock.
The holders of the Common Stock shall vote as a single class
on all matters submitted to a vote of the stockholders, with
each Share entitled to one vote. The holders of Common Stock
are not entitled to cumulate votes in the election of any
directors.
In the event that the shares of Common Stock shall be listed
and quoted on an exchange or other trading system, the Board
of Directors of the Corporation shall ensure, and shall have
all powers necessary to ensure, that the membership of the
Board of Directors and the voting rights of the Holders of
Common Stock shall at all times be consistent with the
applicable rules and regulations, if any, for the Common Stock
to be eligible for listing and quotation on such exchange or
other trading system.
Preferred Stock.
General. Subject to the provisions of these Articles of
Incorporation, the Board of Directors is authorized, subject
to limitations prescribed by law, to provide for the issuance
of the shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of
Nevada, to establish from time to time the number of shares to
be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions
thereof. The authority of the Board of Directors with respect
to each series shall include, but not be limited to,
determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so,
from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares
of that series;
(c) Whether that series shall have voting rights, in
addition to the voting rights provided by law, and if
so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such
conversion, including provision for adjustment of the
conversion rate in such events as the Board of
Directors shall determine;
(e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of
such redemption, including the date or date upon or
after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount
may vary under different conditions and at different
redemption dates;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and,
if so, the terms and amount of such sinking fund; and
(g) The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, and the relative
rights of priority, if any, of payment of shares of
that series.
FOURTH: Liquidation Rights.
Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the affairs of the Corporation, after payment
shall have been made to holders of outstanding Preferred
Stock, if any, of the full amount to which they are entitled
pursuant to these Articles of Incorporation and any
resolutions that may be adopted from time to time by the
Corporation's Board of Directors, the holders of Common Stock
shall be entitled, to the exclusion of the holders of
Preferred Stock, if any, to share ratably in accordance with
the number of Common Stock held by each such holder, in all
remaining assets of the Corporation available for distribution
among the holders of Common Stock, whether such assets are
capital, surplus or earnings. For purposes of this Section,
neither the consolidation or merger of the Corporation with or
into any other corporation or corporations pursuant to which
the stockholders of the Corporation receive capital stock
and/or other securities (including debt securities) of the
acquiring corporation (or of the direct or indirect parent
corporation of the acquiring corporation), nor the sale, lease
or transfer by the Corporation of all or any part of its
assets, nor the reduction of the capital stock of the
Corporation, shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation as
those terms are used in this Section "Fourth".
FIFTH: The members of the governing board of this corporation shall
be styled directors. The first board of directors shall
consist of one member and the name and address is as follows:
Steven N. Bronson
10 South Street, Suite 202
Ridgefield, Connecticut 06877
SIXTH: The name and address of the incorporator is as follows:
Jean M. Sherett
c/o Blumberg Excelsior Corporate Services, Inc.
62 White Street
New York, New York 10013
SEVENTH: The period of existence of this corporation shall be
perpetual.
EIGHTH: The name of the resident agent and the registered office
address of the corporation is as follows:
XL CORPORATE SERVICES, INC.
88 South "E" Street,
Virginia City, Nevada 89440
NINTH: Limitation on Director Liability.
No director shall be personally liable to the Corporation or
any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (a) for any
breach of the director's duty of loyalty to the Corporation or
its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (c) under Nevada General Corporation Law, or (d) for
any transaction from which the director derived an improper
personal benefit. If the Nevada General Corporation Law
hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability
of a director of the Corporation, in addition to the
limitations on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Nevada
General Corporation law. Any repeal or modification of this
Section shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director
of the Corporation existing at the time of such repeal or
modification.
TENTH: Indemnification.
General. Each person who was or is made a party to or is
threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding
is alleged action in any other capacity while serving as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall
be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Nevada General Corporation
Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation
to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall
continue as to person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided,
however, that, except as provided herein, the Corporation
shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided,
however, that if the Nevada General Corporation Law requires,
the payment of such expenses incurred by a director or officer
in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such
person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of
the final disposition of a proceeding shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced
if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section
or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
Failure to Pay a Claim. If an indemnification claim is not
paid in full by the Corporation within thirty (30) days after
a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if
successful in whole or part, the claimant shall be entitled to
be paid also the expense of prosecuting such claim. It shall
be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to
the Corporation) that the claimant has not met the standards
of conduct which make it permissible under the Nevada General
Corporation Law for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct
set forth in the Nevada General Corporation Law, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders)
that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable
standard of conduct.
Not Exclusive. The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of this
Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation,
partnership, joint venture, trusts or other enterprise against
any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person
against such expense, liability or loss under the Nevada
General Corporation Law.
Definition of the Corporation. As used in this Section,
references to "the Corporation" shall include, in addition to
the resulting or surviving corporation, any constituent
corporation absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees and
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise, shall
stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation
as he would have with respect to such constituent corporation
if its separate existence had continued.
Severability. If this Section or any portion hereof shall be
invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless
indemnify each director, officer, employee and agent of the
Corporation as to expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, including a grand jury
proceeding and an action by the Corporation, to the fullest
extent permitted by any applicable portion of this Section
that shall not have been invalidated or by any other
applicable law.
TWELVETH: Bylaws.
In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to
make, alter or repeal the bylaws of the Corporation.
THIRTEENTH: Amendment.
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.
I, Jean M. Sherett, the undersigned, for the purpose
of forming a corporation under the laws of the State of
Nevada, do make, file and record this certificate, and do
certify that the facts herein stated are true and I have
accordingly hereunto set my hand this 3rd day of March, 2003.
/s/ Jean M. Sherett
-----------------------
By: Jean M. Sherett
Incorporator
I hereby accept appointment as Resident Agent of
Bio-Medical Automation, Inc., and do hereby affix my signature
of acceptance on this 3rd day of March, 2003.
/s/ Marc D. Moel
-----------------------
By: Marc D. Moel
Assistant Secretary
For: XL CORPORATE SERVICES, INC.
Its agent