Exhibit 3.01
ARTICLES OF INCORPORATION
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV 17 1994
17681-94
CHERYL A. LAU SECRETARY
OF STATE OF
COMMERCIAL BUILDING SYSTEMS, INC.
Know all men by these presents;
That we the undersigned, have this day voluntarily associated ourselves together
for the purpose of forming a corporation under and pursuant to the provisions of
Nevada Revised Statutes 78.010 To Nevada Revised Statutes 78.090 inclusive, as
amended, and certify that;
ARTICLE I
The name of this corporation is Commercial Building Systems, Inc.
the name and post office address of the incorporator signing the Articles of
Incorporation is: Richard D. Fritzler 1800 E. Sahara Suite 107 Las Vegas,
Nevada 89104. file name and address of the first member of the First
Board of Directors is: Richard 1). Fritzler 1800 E. Sahara Suite 107 Las
Vegas, Nevada 89104.
ARTICLE II
The Resident Agent of this corporation in Nevada shall be Nevada Corporate
Services located at 1800 E. Sahara, Suite 107, Las Vegas, Clark County, Nevada,
89104. Offices for the transaction of any business of the Corporation, and where
meetings of the Board of Directors and of Stockholders may be held, may be
established and maintained in any other part of the State of Nevada, or in any
other state, territory or possession of the United States of America, or in any
foreign country as the Board of Directors may, from time to time determine.
ARTICLE III
The nature of the business and the objects and purpose proposed to be
transacted, promoted or carried on by the Corporation is to conduct any lawful
activity in accordance with the Laws of the State of Nevada and the United
States of America, including but not limited to the following;
1) Shall have the rights privileges and powers as may be conferred upon a
corporation by any existing law.
2) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
3) This corporation shall have perpetual existence.
4) To sue or be sued in any Court of Law.
5) To make contracts.
6) To hold, purchase and convey real and personal estate and to mortgage or
lease any such real and personal estate with its franchises. The power to hold
real and personal estate shall include the power to take the same by device or
bequest in this state, or in any other state, territory or country.
7) To appoint such officers and agents as the affairs of the Corporation
shall require, and to allow them suitable compensation.
8) To make By-Laws not inconsistent with the Constitution or Laws of the
United States, or of the State of Nevada, for the management, regulation and
government of its affairs and property, the transfer of its stock, the
transaction of its business, and the calling and holding of meetings of its
Stockholders.
9) To wind tip and dissolve itself, or be wound up and dissolved, according
to existing law.
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10) To adopt or use a common seal or stamp, and alter tile same at
pleasure. The use of a seal or stamp by the Corporation on any corporate
document is not necessary. The Corporation may use a seal or stamp if it
desires, but such use or nonuse shall not in any way affect the legality of the
document.
11) To borrow money and contract debts when necessary for the transaction
of its business, or for the exercise of its corporate rights, privileges or
franchises, or for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures, and other obligations
and evidences of indebtedness, payable at a specific time or times, or payable
upon the happening of a specified event or events, whether secured by mortgage,
pledge or other security, or unsecured, for money borrowed, or in payment for
property purchased, or acquired, or for any other lawful object.
12) To guarantee, purchase, hold, take, obtain, receive, subscribe for, ow
ii, use, dispose of, sell, exchange, lease, lend, assign, mortgage, pledge, or
otherwise acquire, transfer or deal in or with bonds or obligations of, or
shares, securities or interests in or issued by, any person, government,
governmental agency or political subdivision of government, and to exercise all
the rights, powers and privileges of ownership of such an interest, including
the right to vote, if any.
13) To purchase, hold, sell and transfer shares of its own capital stock,
and use therefor its capital, capital surplus, surplus, or other property or
funds.
14) To conduct business, have one or more offices, and hold, purchase,
mortgage and convey real and personal property in this state, and in any of the
several states, territories, possessions and dependencies of the United States,
the District of Columbia, and any foreign countries.
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15) To do everything necessary and proper for the accomplishment of the
objects enumerated in its Articles of Incorporation, or in any amendment thereof
or necessary or incidental to the protection and benefit of the Corporation,
and, in general, to carry on any lawful business necessary or incidental to the
attainment of the objects of the Corporation, whether or not the business is
similar in nature to the objects set forth in the Articles of Incorporation, or
in any amendment thereof.
16) To make donations for public welfare or for charitable, scientific or
educational purposes.
17) To enter into partnerships, general or limited, or joint ventures, in
connection with any lawful activities.
ARTICLE IV
Thee capital stock of this corporation shall consist of twenty-five thousand
shares of common stock (25,000), without nominal or par value, all of which
stock shall be entitled to voting power. The Corporation may issue the shares of
stock for such consideration as may be fixed by the Board of Directors.
ARTICLE V
The members of the governing board of this corporation shall be styled
directors. The Board of Directors shall consist of at least one (1) person. The
number of directors of this corporation may, from time to time, be increased
or decreased by an amendment to the By-Laws in that regard and without the
necessity of amending the Articles of Incorporation. A majority of the Directors
in office, present at any meeting of the Board of Directors, duly called,
whether regular or special, shall always constitute a quorum for the transaction
of business, unless the By-Laws otherwise provide.
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ARTICLE VI
This corporation shall have a president, a secretary, a treasurer, and a
resident agent, to be chosen by the Board of Directors, any person may hold two
or more offices.
ARTICLE VII
The resident agent of this corporation shall be Nevada Corporate Services, the
registered office address of this corporation in the State of Nevada, shall be
1800 E. Sahara Suite 107, Las Vegas, Nevada 89104.
ARTICLE VIII
The capital stock of the Corporation, after the fixed consideration thereof has
been paid or performed, shall not be subject to assessment, and the individual
Stockholders of this corporation shall not be individually liable for the debts
and liabilities of the Corporation, and the Articles of Incorporation shall
never be amended as to the aforesaid provisions.
ARTICLE IX
The Board of Directors is expressly authorized: (subject to the By-Laws, if any,
adopted by the Stockholders)
1) To make, alter or amend the By-Laws of the Corporation.
2) To fix the amount in cash or otherwise, to be reserved as working
capital.
3) To authorize and cause to be executed mortgages and liens upon the
property and franchises of the Corporation.
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4) To by resolution or resolutions passed by a majority of the whole board,
designate one or more committees, each committee to consist of one or more of
the Directors of the Corporation, which, to the extent provided in the
resolution or resolutions or in the By-Laws of the Corporation, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may have power to authorize the
seal of the Corporation to be affixed to all papers on which the Corporation
desires to place a seal. Such committee or committees shall have such name or
names as may be stated in the ByLaws of the Corporation or as may be determined
from time to time by resolution adopted by the Board of Directors.
5) To sell, lease or exchange all of its property and assets, including its
goodwill and its corporate franchises, upon such terms and conditions as the
board deems expedient and for the best interests of the Corporation, when and
as authorized by the affirmative vote of the Stockholders holding stock in the
Corporation entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for that purpose.
ARTICLE X
The Directors of this corporation need not be Stockholders.
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ARTICLE XI
In the absence of fraud, no contract or other transaction of the Corporation
shall be affected by the fact that any of tile Directors are in any way
interested in, or connected with, any other party to such contract or
transaction, or are themselves, parties to such contract or transaction,
provided that this interest in any such contract or transaction of any such
director shall at any time be fully disclosed or otherwise known to the Board
of Directors, and each and every person who may become a director of the
Corporation is hereby relieved of any liability that might otherwise exist from
contracting with the Corporation for the benefit of himself or any firm,
association or corporation in which he may be in any way interested.
ARTICLE XII
No director or officer of the Corporation shall be personally liable to the
Corporation or any of its Stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such director or
officer provided, however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the Stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.
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ARTICLE XIII
Except to the extent limited or denied by Nevada Revised Statutes 78.265
Shareholders shall have no preemptive right to acquire unissued shares, treasury
shares or securities convertible into such shares, of this corporation.
I, the undersigned, being the incorporator hereinbefore named for the purpose
of forming a corporation pursuant to the general corporation law of the State of
Nevada, do make and file these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true, and accordingly have hereunto
set my hand.
/s/ Richard Fritzler
-----------------------------------
State of Nevada )
)ss
Clark County )
On November 16, 1994 personally appeared before me, the undersigned, a Notary
Public, Richard Fritzler, known to me the person whose name is subscribed to
the foregoing document and acknowledged to me that he executed the same.
/s/ Earl P. Gripentrog
---------------------------------
Notary Public
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NOTARY PUBLIC
County of Clark-State of Nevada
EARL P. GRIPENTROG
My Appointment Expires May 23, 1995
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV 17 1994
CHERYL A. LAU SECRETARY
OF STATE
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
In the matter of Commercial Building Systems, Inc.
1 Nevada Corporate Services, with address at:
1800 East Sahara Suite 107, City of Las Vegas, County of Clark, State of Nevada,
hereby accept appointment as Resident Agent of the above-entitled corporation in
accordance with NRS 78.090.
FURTHERMORE, that the principal office in this State is located at 1800
East Sahara suite 107, City of Las Vegas, County of Clark, State of Nevada,
IN WITNESS WHEREOF, I have hereunto set my hand November 16, 1994.
/s/ Richard Fritzler
-------------------------------------
For Nevada Corporate Services
RESIDENT AGENT
State of Nevada )
)ss
Clark County )
On November 16, 1994 personally appeared before me, the undersigned, a Notary
Public, Richard Fritzler, known to me the person whose name is subscribed to the
foregoing document and acknowledged to me that he executed the same.
/s/ Earl P. Gripentrog
------------------------
Notary Public
NOTARY PUBLIC
County of Clark-State of Nevada
EARL P. GRIPENTROG
My Appointment Expires May 23, 1995
NRS 78.090 Except during any period of vacancy described in NRS 78.097,
every corporation shall have a resident agent, who may be either a natural
person or a corporation, resident or located in this state, in charge of its
principal office. The resident agent may be any bank or banking corporation,
or other corporation, located and doing business in this state...The certificate
of acceptance must be filed at the time of the initial filing of the corporate
papers.
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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
Filed #C17681-94
Mar 26, 1999
IN THE OFFICE OF
Dean Heller
DEAN HELLER SECRETARY
OF STATE
Commercial Building Systems, Inc.
---------------------------------
Name of Corporation
the undersigned Gene Armold and
-----------------------------------------------------------
Gene Armold of Commercial Building Systems, Inc.
- -------------------------------- -------------------------------------
Secretary or Assistant Secretary Name of Corporation
do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
held on the 10th day of March, adopted a resolution to amend the original
articles as follows:
Article I. is hereby amended to read as follows:
The name of the corporation is amended to HealthLink International, Inc.
Article IV is hereby amended to read as follows:
The capital stock of this corporation is amended to 100 million shares at
$.Q01 par value and 1 million shares preferred at nopar value.
The number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation is 900; that the said change(s) and
amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
/s/ Gene Arnold
--------------------------------------------
President or Vice President
/s/ Gene Arnold
--------------------------------------------
Secretary or Assistant Secretary
State of Ohio )
) ss.
County of Delaware )
On March 24-1999, personally appeared before me, a Notary Public, Gene
Arnold, who acknowledged that they executed the above instrument.
/s/ Sandra L. LeCrone
--------------------------------------
Signature of Notify
(NOTARY STAMP OR SEAL)
Sandra L. LeCrone
Notary Public - State of Ohio
My Commission Expires
August 12, 2001