Exhibit 3.1
Filed #C15637-2003
Filed June 27,2003
In the Office of Dean Heller, Secretary of State
ARTICLES OF INCORPORATION
OF
SIONIX CORPORATION
ARTICLE 1. COMPANY NAME
Section 1.1 The name of the Corporation is:
Sionix Corporation
ARTICLE 2. PRINCIPAL OFFICE & REGISTERED AGENT
Section 2.1 The resident agent and registered office located within the
State of Nevada is:
GKL Resident Agents/Filings, Inc.,
1000 East William Street, Suite 204
Carson City, NV 89701
ARTICLE 3. BOARD OF DIRECTORS
Section 3.1. NUMBER. The initial Board of Directors shall consist of
five members. The number of directors may, at any time or times, be increased or
decreased in such manner as shall be provided in the bylaws of the Corporation.
Section 3.2 INITIAL DIRECTORS. The names and addresses of the initial
members of the Board of Directors are:
James J. Houtz Robert McCray Joan Horowitz
9272 Jeronimo, Suite 108 9272 Jeronimo, Suite 108 9272 Jeronimo, Suite 108
Irvine, CA 92618 Irvine, CA 92618 Irvine, CA 92618
Rodney Anderson Dr. Joseph Katz
9272 Jeronimo, Suite 108 9272 Jeronimo, Suite 108
Irvine, CA 92618 Irvine, CA 92618
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ARTICLE 4. CAPITAL STOCK
Section 4.1 COMMON STOCK. The Corporation shall have the authority to
issue One Hundred Fifty Million (150,000,000) shares of Common Stock, par value
$0.001 per share.
ARTICLE 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 5.1 INDEMNITY OBLIGATION. The Corporation shall indemnify its
directors, officers, employee, fiduciaries and agents to the fullest extent
permitted under the Nevada Revised Statutes.
Section 5.2 CONTRACT RIGHT. Every person who was or is a party or is
threatened to be made a party to or is involved in any action, suit or
proceedings, whether civil, criminal, administrative or investigative, by reason
of the fact that he or a person for whom he is the legal representative is or
was a director or officer of the Corporation or is or was serving at the request
of the Corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the laws of the State of Nevada from time to time against all expenses,
liabilities and losses (including attorney's fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably incurred or suffered by him in
connection therewith. The right of indemnification shall be a contract right
that may be enforced in any manner desired by such person. The right of
indemnification shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any By-Law, agreement, vote of shareholders,
provision of law or otherwise, as well as their rights under this Article.
Section 5.3 INSURANCE. Without limiting the application of the
foregoing, the Board of Directors may adopt By-Laws from time to time with
respect to indemnification to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada and may cause the Corporation to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the Corporation as a director of officer of another corporation,
or as its representative in a partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred in
any such capacity or arising out of such status, whether or not the Corporation
would have the power to indemnify such person.
Section 5.4 PAYMENT OF EXPENSES. In addition to any other rights of
indemnification permitted by the laws of the State of Nevada or as may be
provided for by the Corporation in its bylaws or by agreement, the expenses of
officers and directors incurred in defending a civil or criminal action, suit or
proceeding, involving alleged acts or omissions of such officer or director in
his or her capacity as an officer or director of the Corporation, must be paid,
by the Corporation or through insurance purchased and maintained by the
Corporation or through other financial arrangements made by the Corporation, as
they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
Corporation.
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Section 5.5 LIMITATION ON LIABILITY. The liability of directors and
officers of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Nevada Revised Statutes. If the Nevada Revised Statutes are
amended to further eliminate or limit or authorize corporate action to further
eliminate or limit the liability of directors or officers, the liability of
directors and officers of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Nevada Revised Statutes, as so amended from time
to time.
ARTICLE 6. EXCULPATION
No director or officer is individually liable to the Corporation or its
shareholders for any damages as a result of any act or failure to act in his
capacity as a director or officer unless it is proven that: (a) his act or
failure to act constituted a breach of his fiduciary duties as a director or
officer; and (b) his breach of those duties involved intentional misconduct,
fraud or a knowing violation of law.
ARTICLE 7. REPEAL OR MODIFICATION
Any repeal or modification of Articles 5 or 6 above approved by the
shareholders of the Corporation shall be prospective only, and shall not
adversely affect any indemnity rights or limitations on the liability of a
director or officer of the Corporation existing as of the time of such repeal or
modification.
ARTICLE 8. INCORPORATOR
The name and address of the Incorporator of the Corporation is James J.
Houtz, 9272 Jeronimo, Suite 108, Irvine, CA 92618.
IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of June,
2003, hereby declaring and certifying that the facts stated hereinabove are
true.
/S/ JAMES J. HOUTZ
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James J. Houtz, Incorporator
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