ARTICLES OF INCORPORATION
OF
GENOSYS, INC.
The undersigned, being the person hereinafter named as incorporator, for
the purpose of associating to establish a corporation, under the provisions
and subject to the requirements of Title 7, Chapter 78, of Nevada Revised
Statutes, and the acts amendatory thereof, and hereinafter sometimes referred
to as the General Corporation Law of the State of Nevada, does hereby adopt
and make the following Articles of Incorporation:
ARTICLE ONE -- NAME
The name of the corporation (hereinafter called the "Corporation") is
"GeNOsys, Inc."
ARTICLE TWO -- REGISTERED AGENT/LOCATION
The name of the Corporation's resident agent in the State of Nevada is
CSC Services of Nevada, Inc., and the street address of the said resident
agent where process may be served on the Corporation is 502 East John Street,
Room E, Carson City, Nevada 89706. The mailing address and the street address
of the said resident agent are identical.
ARTICLE THREE -- CAPITALIZATION
The aggregate number of shares which this Corporation shall have
authority to issue is 50,000,000 shares of common stock of a par value of
$0.0001 per share.
ARTICLE FOUR -- GOVERNING BOARD
The governing board of the Corporation shall be styled as a "Board of
Directors," and any member of said Board shall be styled as a "Director."
The number of members constituting the first Board of Directors of the
Corporation is two (2), and the name and address, either residence or
business, of each of said members are as follows:
Name Address
John W. R. Miller 5063 N. Riverpark Way
Provo, Utah 84604
Clark M. Mower 5509 Mountain View Drive
Mountain Green, Utah 84050
Christie Melanie Woodruff 5063 N. Riverpark Way
Provo, Utah 84604
The number of directors of the Corporation may be increased or decreased
in the manner provided in the Bylaws of the Corporation; provided, that the
number of directors shall never be less than one, and shall never be more than
nine. In the interim between elections of directors by stockholders entitled
to vote, all vacancies, including vacancies caused by an increase in the
number of directors and including vacancies resulting from the removal of
directors for any reason, may be filled by the remaining directors, though
less than a quorum.
ARTICLE FIVE -- INCORPORATOR
The name and address, either residence or business, of the incorporator
signing these Articles of Incorporation, is as follows:
Name Address
Leonard W. Burningham, Esq. 455 East 500 South, Suite 205
Salt Lake City, Utah 84111
ARTICLE SIX -- DURATION
The Corporation shall have perpetual existence.
ARTICLE SEVEN -- ELIMINATING PERSONAL LIABILITY
The personal liability of the directors and officers of the Corporation
is hereby eliminated to the fullest extent permitted by the General
Corporation Law of the State of Nevada, as the same may be amended and
supplemented.
ARTICLE EIGHT -- INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by the General
Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said law, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in such person's official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
ARTICLE NINE -- PURPOSE
The nature of the business of the Corporation and the objects or
purposes to be transacted, promoted, or carried on by it are to engage in and
conduct any lawful business, activity or enterprise for which corporations may
be organized under the General Corporation Law of the State of Nevada.
ARTICLE TEN -- AMENDMENT OF ARTICLES OF INCORPORATION
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.
To the full extent permitted under the General Corporation Law of the
State of Nevada, the Board of Directors shall also have the power and other
authority to amend, alter, change or repeal any provision in the Corporation's
Articles of Incorporation.
In addition, the Board of Directors, without stockholder approval, may
take action to change the Corporation's capitalization by a pro rata reverse
stock split or forward stock split, only so long as such capitalization
adjustment does not require an amendment to the Corporation's Articles of
Incorporation.
ARTICLE ELEVEN -- CONTROL SHARES ACQUISITIONS
The Corporation expressly opts-out of, or elects not to be governed by,
the "Acquisition of Controlling Interest" provisions contained in NRS Sections
78.378 through 78.3793 inclusive all as permitted under NRS Section 78.378.1.
ARTICLE TWELVE -- COMBINATIONS WITH
INTERESTED STOCKHOLDERS
The Corporation expressly opts-out of, and elects not to be governed by,
the "Combinations with Interested Stockholders" provisions contained in NRS
Sections 78.411 through 78.444, inclusive all as permitted under NRS Section
78.434.
ARTICLE THIRTEEN -- CONFLICTS OF INTEREST
To the full extent contemplated by the General Corporation Law of the
State of Nevada, no contract or other transaction between this Corporation and
any other corporation, entity or person shall be affected by the fact that a
director or officer of this Corporation is interested in, or is a director or
other officer of such other corporation. Any director or officer,
individually or with others, may be a party to or may be interested in any
transaction of this Corporation or any transaction in which this Corporation
is interested. Each person who is now or may become a director or officer of
this Corporation is hereby relieved from and indemnified against any liability
that might otherwise obtain in the event such director or officer contracts
with the Corporation for the benefit of such director, officer or any firm,
association or corporation in which such director or officer may be interested
in any way, provided such director or officer acts in good faith.
ARTICLE FOURTEEN -- BYLAWS
Bylaws of this Corporation may be adopted by the Board of Directors,
which shall also have the power to alter, amend or repeal the same from time
to time as permitted under the General Corporation Law of the State of Nevada.
ARTICLE FIFTEEN -- AUTHORITY OF BOARD OF DIRECTORS TO CHANGE CORPORATE NAME
The Board of Directors shall have the right to change the name of the
Corporation without shareholder approval to a name that reflects the industry
or business in which the Corporation's business operations are conducted or to
a name that will promote or conform to any principal product, technology or
other asset of the Corporation that the Board of Directors, in its sole
discretion, deems appropriate.
IN WITNESS WHEREOF, the undersigned Incorporator hereby executes these
Articles of Incorporation of GeNOsys, Inc., a Nevada corporation, on this
30th day of June, 2005.
/s/Leonard W. Burningham
Leonard W. Burningham, Esq.
Incorporator