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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
XUMA CORP.
ARTICLE I - NAME
The name of this Corporation is XUMA CORP.
ARTICLE II - PURPOSE
This Corporation is organized for the purpose of transacting any and
all, lawful business.
ARTICLE III - CAPITAL STOCK
The capital stock authorized, the par value thereof, and the class of
such stock shall be as follows:
NUMBER PAR VALUE CLASS
OF SHARES PER SHARE OF STOCK
--------- --------- --------
100,000,000 .0001 Common
ARTICLE IV - PREEMPTIVE RIGHTS
Every Shareholder, upon the sale for cash of any new Stock of this
Corporation of the same kind, class or series as that which he already holds,
shall have the right to purchase his prorata Share thereof (as nearly as may be
done without issuance of fractional Shares) at the price at which it is offered
to others.
ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of this Corporation
is 502 Capital Bank Building, 1666 Kennedy Causeway, North Bay Village,
Florida, and the name of the initial
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registered agent of this Corporation is Michael A. Frank, whose address is 502
Capital Bank Building, 1666 Kennedy Causeway, North Bay Village, Florida 33141.
ARTICLE VI - INITIAL BOARD OF DIRECTORS
This Corporation shall have 1 Director(s) initially. The number of
Directors may be either increased or diminished from time to time by the
By-laws, but shall never be less than one. The name(s) and address(es) of the
initial Director(s) of this Corporation is:
NAME ADDRESS
---- -------
Michael A. Frank 9169 S.W. 129th Lane
Miami, Florida 33176
ARTICLE VII - INCORPORATOR(S)
The name(s) and address(es) of the person(s) signing these Articles
is/are:
NAME ADDRESS
---- -------
Michael A. Frank 9169 S.W. 129th Lane
Miami, Florida 33176
ARTICLE VIII - BY-LAWS
The power to adopt, alter, amend or repeal By-laws, shall be vested in
the Board of Directors and the Shareholders.
ARTICLE IX - INDEMNIFICATION
The Corporation shall indemnify any Officer or Director, or any former
Officer or Director to the fullest extent permitted by law.
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ARTICLE X - AMENDMENT
This Corporation reserves the right to amend, or repeal, any
provisions contained in these Articles of Incorporation, or any Amendment
thereto, and any right conferred upon the Shareholders is subject to this
reservation.
IN WITNESS WHEREOF, the undersigned Subscriber(s) has/have
executed these Articles of Incorporation this 31st day of July, 1986.
/s/Michael A. Frank
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SUBSCRIBER
STATE OF FLORIDA )
: ss
COUNTY OF DADE )
Before me, a Notary Public authorized to take acknowledgments
in the State and County set forth above, personally appeared MICHAEL A. FRANK,
known to me, to be the person(s) who executed the foregoing Articles of
Incorporation, and he acknowledge to me that he executed those Articles of
Incorporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, in the State and County aforesaid, this 31st day of July, 1986.
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NOTARY PUBLIC, State of Florida at Large
My commission expires:
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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE
SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM
PROCESS MAY BE SERVED
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In pursuance of Chapter 48.091, Florida Statutes, the
following is submitted, in compliance with said Act:
That Xuma Corp., desiring to organize under the laws of the
State of Florida with its principal office, as indicated in the Articles of
Incorporation at the City of Miami, County of Dade, State of Florida, has named
Michael A. Frank, located at 502 Capital Bank Building, 1666 Kennedy Causeway,
City of North Bay Village, County of Dade, State of Florida, as its agent to
accept service of process within this State.
ACKNOWLEDGMENT:
Having been named to accept service of process for the above
corporation at the place designated in this Certificate, I hereby accept to act
in this capacity and agree to comply with the provision of said Act relative to
keeping open said office.
By /s/ Michael A. Frank
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XUMA CORP.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of Section 607, as amended, of the
Florida Statutes, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is XUMA CORP.
SECOND: The following amendments to the Articles of Incorporation were adopted
on April 12, 1990 by a vote of the shareholders. The number of shares voted
for the amendments was sufficient for approval:
Article I of the Articles of Incorporation is amended as
follows:
ARTICLE I. - NAME
The name of the Corporation shall be:
ZANART PUBLISHING INCORPORATED
Article III of the Articles of Incorporation is amended as
follows:
ARTICLE III - CAPITAL STOCK
The Corporation is authorized to issue 25,000,000 shares of
Common Stock with a par value of $.0001.
THIRD: The amendments shall not cause any exchange, reclassification or
cancellation of issued shares.
FOURTH: The amendments shall not cause a change in the amount of stated
capital.
XUMA CORP.
By: /s/ Ruben Sklar
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Ruben Sklar, President
By: /s/ Michael A. Frank
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Michael A. Frank, Secretary
SWORN TO AND SUBSCRIBED before me
this 16th day of May, 1990.
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NOTARY PUBLIC
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RESTATED ARTICLES OF INCORPORATION
OF
ZANART PUBLISHING INCORPORATED
Pursuant to Section 607.1006 of the Florida Business Corporation Act,
the undersigned corporation on this date hereby restates its Articles of
Incorporation by deleting therefrom in their entirety Article I through Article
X and by substituting in their place Articles 1 through Article X below.
ARTICLE I - NAME
The name of the corporation is Zanart Publishing Incorporated (the
"Corporation").
ARTICLE II - PURPOSE
The Corporation is organized for the purpose of transacting any or all
lawful business for which corporations may be organized under the laws of the
United States and the laws of the State of Florida.
ARTICLE III - CAPITAL STOCK
The Corporation is authorized to issue the following shares of capital
stock: (a) 100,000,000 shares of common stock, par value $.0001 per share (the
"Common Stock"); and (b) 10,000,000 shares of preferred stock, par value $.0001
per share (the "Preferred Stock"). The voting rights, the rights of redemption
and other relative rights and preferences of the Preferred Stock shall be
established by the Board of Directors.
The Board of Directors may authorize the issuance of such stock to
such persons upon such terms and for such consideration in cash, property or
services as the Board of Directors may determine and as may be allowed by law.
The just valuation of such property or services shall be fixed by the Board of
Directors. All such stock when issued shall be fully paid and exempt from
assessment.
ARTICLE IV - REGISTERED OFFICE AND AGENT
The name of the registered agent of the Corporation and the street
address of the registered office of this Corporation is:
The Prentice-Hall Corporation System, Inc.
1201 Hays Street
Suite 105
Tallahassee, Florida 32301
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ARTICLE V - CORPORATE MAILING ADDRESS
The principal office and mailing address of the Corporation is:
7641 Burnet Avenue
Van Nuya, CA 91405
ARTICLE VI - POWERS
The Corporation shall have all of the corporate powers enumerated
under Florida law.
ARTICLE VII - DIRECTOR-CONFLICTS OF INTEREST
No contract or other transaction between the Corporation and one or more of its
directors, or between the Corporation and any other corporation, firm,
association or other entity in which one or more of the directors are directors
or officers, or are financially interested, shall be either void or voidable
because of such relationship or interest or because such director or directors
are present at the meeting of the Board of Directors or a committee thereof
which authorizes, approves or ratifies such contract or transaction or because
his or her votes are counted for such purpose, if:
(a) The fact of such relationship or interest is
disclosed or known to the Board of Directors, or a duly empowered committee
thereof, which authorizes, approves or ratifies the contract or transaction by
a vote or consent sufficient for such purpose without counting the vote or
votes of such interested director or directors; or
(b) The fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote and they authorize,
approve or ratify such contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as
to the Corporation at the time it is authorized by the Board, committee or the
shareholders.
A director of the Corporation may transact business, borrow, lend, or
otherwise deal or contract with the Corporation to the full extent and subject
only to the limitations and provisions of the laws of the State of Florida and
the laws of the United States.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
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ARTICLE VIII - INDEMNIFICATION
The Corporation shall indemnify and shall advance expenses on behalf
of its officers and directors to the fullest extent permitted by law in
existence either now or hereafter.
ARTICLE IX - FISCAL YEAR
The fiscal year of this Corporation shall be the calendar year, unless
otherwise established by the Board of Directors.
ARTICLE X - DURATION
The duration of the Corporation is perpetual, unless sooner liquidated
or dissolved in accordance with law.
The foregoing Restated Articles of Incorporation were approved by
unanimous written consent of the Board of Directors and by written consent of
the majority of the stockholders of the Corporation on February 7, 1994. The
number of stockholder votes cast were sufficient for approval of the Restated
Articles of Incorporation.
The undersigned has executed these Restated Articles of Incorporation
this 7th day of February, 1994.
ZANART PUBLISHING INCORPORATED
By: /s/ Thomas Zotos
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Thomas Zotos, President
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ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
ZANART PUBLISHING INCORPORATED
Pursuant to Section 607.1006 of the Florida Business Corporation Act,
the undersigned corporation on this date hereby adopts the following amendment
to its Restated Articles of Incorporation.
Article I of the Restated Articles of Incorporation is hereby deleted
and the following is inserted in lieu thereof:
ARTICLE I - NAME
The name of the corporation is Zanart Entertainment Incorporated (the
"Corporation").
The foregoing Articles of Amendment to the Restated Articles of
Incorporation were approved by unanimous written consent of the Board of
Directors and by written consent of the majority of the stockholders of the
Corporation on March 9, 1994. The number of stockholder votes cast were
sufficient for approval of the Articles of Amendment to the Restated Articles
of Incorporation.
The undersigned has executed these Articles of Amendment to the
Restated Articles of Incorporation this 9th day of March, 1994.
ZANART PUBLISHING INCORPORATED
By: /s/ Thomas Zotos
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Thomas Zotos, President
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ZANART ENTERTAINMENT INCORPORATED
Pursuant to Section 607.1006 of the Florida Business Corporation Act,
the undersigned corporation on this date hereby adopts the following amendment
to its Restated Articles of Incorporation:
The first paragraph of Article IlI of the Restated Articles of
Incorporation is hereby deleted and the following is inserted in lieu thereof:
ARTICLE III - CAPITAL STOCK
The Corporation is authorized to issue the following
shares of capital stock: (a) 100,000,000 shares of common
stock, par value $.0001 per share (the "Common Stock"); and
(b) 1,000,000 shares of preferred stock, par value $.0001 per
share (the "Preferred Stock"). The voting rights, the rights
of the redemption and other relative rights and preferences of
the Preferred Stock shall be established by the Board of
Directors.
The foregoing Articles of Amendment to the Restated Articles of
Incorporation were approved by unanimous written consent of the Board of
Directors and by written consent of the majority of the stockholders of the
Corporation on January 5, 1994. The number of stockholder votes cast were
sufficient for approval of the Articles of Amendment to the Restated Articles
of Incorporation.
The undersigned has executed these Articles of Amendment to the
Restated Articles of Incorporation this 5th day of January, 1995.
ZANART ENTERTAINMENT INCORPORATED
By: /s/ Thomas Zotos
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Thomas Zotos, President
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ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
ZANART ENTERTAINMENT INCORPORATED
Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act (the "Act"), the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation.
1. The name of the Corporation is ZANART ENTERTAINMENT
INCORPORATED (the "Corporation"), Charter #J27769, filed on August 4, 1986.
2. The Amendment to the Articles of Incorporation of the
Corporation set forth below (the "Amendment") was adopted by all of the
Directors of the Corporation and by the Shareholders of the Corporation, the
number of votes cast being sufficient for approval, on October 4, 1996, in the
manner prescribed by Section 607.1003 of the Act:
3. Article I of the Articles of Incorporation of the Corporation
shall be amended and restated in its entirety to read as follows:
ARTICLE I
The name of the Corporation is CONTINUCARE CORPORATION (hereinafter
called the "Corporation").
4. Except as hereby amended, the Articles of Incorporation of the
Corporation shall remain the same.
IN WITNESS WHEREOF, the undersigned being the Chief Executive Officer
of the Corporation has executed these Articles of Amendment to Articles of
Incorporation of Zanart Entertainment Incorporated as of the 4th day of
October, 1996.
ZANART ENTERTAINMENT INCORPORATED
By: /s/ Charles M. Fernandez
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Charles M. Fernandez, Chief
Executive Officer