EXHIBIT 3.1
Entity #
E0927562006-6
Document Number:
20060814098-58
Date Filed:
12/19/2006 3:16:19 PM
Articles of Incorporation
In the office of
Dean Heller
Secretary of State
1. Name of Corporation:
Tongji Healthcare Group, Inc.
2. Resident Agent Name and Street Address:
Resident Agents of Nevada, Inc.
711 S. Carson St., Suite #4
Carson City, Nevada 89701
3. Shares:
70,000,000
4. Names and Addresses of Board of Directors/Trustees:
William T. Hart
1624 Washington Street
Denver, CO 80203
5. Purpose:
All lawful purposes.
6. Names, Address and Signature of incorporator:
Sandra L. Miller
711 S. Carson St., Suite #4
Carson City, Nevada 89701
7. Certificate of Acceptance of Appointment of Resident Agent:
I hereby accept appointment as Resident Agent for the above named
corporation.
OPTIONAL PROVISIONS TO
ARTICLES OF INCORPORATION OF
TONGJI HEALTHCARE GROUP, INC.
A. The period of duration of the Corporation shall be perpetual.
B. The authorized capital stock of the Corporation shall be divided into
50,000,000 shares of common stock and 20,000,000 shares of preferred stock.
Subject to the laws of the state of Nevada, the directors of the Corporation
have the authority to issue the preferred shares in one or more series and to
designate the rights, preferences and limitations of each series.
C. No share of common stock shall have any preference over or limitation
in respect to any other share of common stock. All shares of the common stock
shall have equal rights and privileges.
D. Each outstanding share of common stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy.
E. Cumulative voting shall not be allowed in elections of directors or for
any other purpose.
F. No holders of shares of the common stock of the Corporation shall be
entitled, as such, to any preemptive or preferential right to subscribe to any
unissued stock or any other securities which the Corporation may now or
hereafter be authorized to issue. The Board of Directors of the Corporation,
however, in its discretion by resolution, may determine that any unissued
securities of the Corporation shall be offered for subscription solely to the
holders of the common stock of the Corporation, or solely to the holders of any
class or classes of such stock, which the Corporation may now or hereafter be
authorized to issue, in such proportions based on stock ownership as said board
in its discretion may determine.
G. The Board of Directors may restrict the transfer of any of the
Corporation's stock issued by giving the Corporation or any stockholder "first
right of refusal to purchase" the stock, by making the stock redeemable, or by
restricting the transfer of the stock under such terms and in such manner as the
directors may deem necessary and as are not inconsistent with the laws of
Nevada. Any stock so restricted must carry a conspicuous legend noting the
restriction and the place where such restriction may be found in the records of
the Corporation.
H. The judgment of the Board of Directors as to the adequacy of any
consideration received or to be received for any shares, options, or any other
securities which the Corporation at any time may be authorized to issue or sell
or otherwise dispose of shall be conclusive in the absence of fraud and any
applicable law.
I. The number of directors shall be fixed by or in the manner provided in
the By-laws of the Corporation, as may be amended from time to time, except as
to the number constituting the initial board which number shall be one.
J. No contract or other transaction between the Corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by the Corporation, and no act of the
Corporation shall in any way be affected or invalidated by the fact that any of
the directors of the Corporation are pecuniarily or otherwise interested in, or
are directors or officers of, such other corporation. Any director of the
corporation, individually, or any firm with which such director is affiliated
may be a party to or may be pecuniarily or otherwise interested in any contract
or transaction of the Corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of the Corporation, or a majority thereof, at or before the
entering into such contract or transaction; and any director of the Corporation
who is also a director or officer of such other corporation, or who is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the Corporation which shall authorize such
contract or transaction, with like force and effect as if he were not such
director or officer of such other corporation or not so interested.
K. No director of the Corporation shall have liability to the Corporation
or to its stockholders or to other security holders for monetary damages for
breach of fiduciary duty as a director; provided, however, that such provisions
shall not eliminate or limit the liability of a director to the Corporation or
to its shareholders or other security holders for monetary damages for: (i) any
breach of the director's duty of loyalty to the Corporation or to its
shareholders or other security holders; (ii) acts or omissions of the director
not in good faith or which involve intentional misconduct or a knowing violation
of the law by such director; (iii) acts by such director as specified by Nevada
law; or (iv) any transaction from which such director derived an improper
personal benefit.
No officer or director shall be personally liable for any injury to person
or property arising out of a tort committed by an employee of the Corporation
unless such officer or director was personally involved in the situation giving
rise to the injury or unless such officer or director committed a criminal
offense. The protection afforded in the preceding sentence shall not restrict
other common law protections and rights that an officer or director may have.
The word "director" shall include at least the following, unless limited
by Nevada law: an individual who is or was a director of the Corporation and an
individual who, while a director of a Corporation is or was serving at the
Corporation's request as a director, officer, partner, trustee, employee or
agent of any other foreign or domestic corporation or of any partnership, joint
venture, trust, other enterprise or employee benefit plan. A director shall be
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on or otherwise involve
services by him to the plan or to participants in or beneficiaries of the plan.
To the extent allowed by Nevada law, the word "director" shall also include the
heirs and personal representatives of all directors.
This Corporation shall be empowered to indemnify its officers and
directors to the fullest extent provided by law.