Exhibit 3.1
SECRETARY OF STATE
[THE GREAT SEAL OF THE STATE OF NEVADA GRAPHIC]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that INFINITE TECHNOLOGY HOLDING CORP. did on October 1, 1999
file in this office the original Articles of Incorporation; that said Articles
are now on file and of record in the office of the Secretary of State of Nevada,
and further, that said Articles contain all the provisions required by the law
of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my
office, in Carson City, Nevada, on October 1,
1999.
[GRAPHIC OF SEAL] /s/ Dean Heller
Secretary of State
By /s/ Denise A. Bates
Certification Clerk
OCTOBER 01, 1999 FILED #C24222-99
[STAMP OF NEVADA SECRETARY OF STATE]
ARTICLES OF INCORPORATION
OF
INFINITE TECHNOLOGY HOLDING CORP.
I, 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, do hereby adopt and make the following Articles of
Incorporation:
FIRST: The name of the corporation is Infinite Technology Holding Corp.
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(the "Corporation"),
SECOND: The name of the Corporation's resident agent in the State of Nevada
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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,
Carson City, Nevada 89706. The mailing address and the street address of the
said resident agent are identical.
THIRD: The Corporation is authorized to issue 1,000 shares, with a par
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value of $.001 per share. All of said shares are of one class and are designated
as Common Stock.
FOURTH: The governing board of the Corporation shall be styled as a "Board
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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 one (1); and the name and the post office box or street address,
either residence or business, of said member is as follows:
NAME ADDRESS
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Tami Tischner 5015 W. Sahara Avenue, #184
Las Vegas, Nevada 89102
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. 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 by the stockholders entitled to vote
which are not filled by said stockholders, may be filled by the remaining
directors, though less than a quorum.
FIFTH: The name and the post office box or street address, either
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residence or business, of the incorporator signing these Articles of
Incorporation are as follows:
NAME ADDRESS
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Kerry Jantzi Piper & Marbury L.L.P.
1251 Avenue of the Americas
New York, New York 10020-1104
SIXTH: The Corporation shall have perpetual existence.
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SEVENTH: The personal liability of the directors of the Corporation is
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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.
EIGHTH: The Corporation shall, to the fullest extent permitted by the
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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 his 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.
NINTH: The nature of the business of the Corporation and the objects or
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the purposes to be transacted, promoted, or carried on by it are as follows: to
engage in any lawful activity.
TENTH: The Corporation reserves the right to amend, alter, change, or
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repeal any provision contained in these Articles of Incorporation in the manner
new or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I do hereby execute these Articles of Incorporation on
September 30, 1999.
/s/ Kerry Jantzi
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Kerry Jantzi
Sole Incorporator
-2-
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
On this September 30, 1999, personally appeared before me, a Notary
Public in and for the State and County aforesaid, Kerry Jantzi, known to me to
be the person described in and who executed the foregoing Articles of
Incorporation, and who acknowledged to me that she executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
WITNESS my hand and official seal, the day and year first above written.
/s/ Cynthia V. Levas
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Notary Public
Cynthia V. Levas
Notary Public, State of New York
No. O1 LE#036392
Qualified in Suffolk County
Certificate Filed in NY County
Commission Expires 11/28/2000