Exhibit 3.01
ARTICLES OF INCORPORATION
OF
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
The undersigned incorporator, being a natural person over 18 years of
age acting as the incorporator of the above-named corporation (hereinafter
referred to as the "Corporation"), hereby adopts the following Articles of
Incorporation for the Corporation.
ARTICLE I
NAME
The name of the Corporation shall be: Essential Innovations Technology
Corp.
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES AND POWERS
The purposes for which the Corporation is organized and its powers are:
(a) to conduct any lawful business for which corporations may
be organized under the laws of the state of Nevada; and
(b) to exercise any and all powers that may be exercised by
corporations organized under the laws of the state of Nevada.
ARTICLE IV
AUTHORIZED SHARES
The Corporation shall have the authority to issue 100,000,000 shares of
common stock, $0.001 par value ("Common Stock"). Shares of any class of stock
may be issued, without stockholder action, from time to time in one or more
series as may from time to time be determined by the board of directors. The
board of directors of this Corporation is hereby expressly granted authority,
without stockholder action, and within the limits set forth in the Nevada
Revised Statutes, to:
(a) designate, in whole or in part, the voting powers,
preferences, limitations, restrictions, and relative rights of each
class of shares before the issuance of any shares of that class;
(b) create one or more series within a class of shares, fix
the number of shares of each such series, and designate in whole or
part the voting powers, preferences, limitations, restrictions, and
relative rights of the series, all before the issuance of any shares of
that series; or
(c) alter or revoke the preferences, limitations, and relative
rights granted to or imposed upon any wholly unissued class of shares
or any wholly unissued series of any class of shares.
The allocation between the classes or among the series of each class of
unlimited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be as designated by the board of directors.
All rights accruing to the outstanding shares of the Corporation not expressly
provided for to the contrary herein or in the Corporation's bylaws or in any
amendment hereto or thereto shall be vested in the Common Stock. Accordingly,
unless and until otherwise designated by the board of directors of the
Corporation, and subject to any superior rights as so designated, the Common
Stock shall have unlimited voting rights and be entitled to receive the net
assets of the Corporation upon dissolution.
ARTICLE V
TRANSACTIONS WITH OFFICERS AND DIRECTORS
No contract or other transaction between the Corporation and one or
more of its directors or officers, or between the Corporation and any
corporation, firm, or association in which one or more of its directors or
officers are directors or officers or are financial interested, is either void
or voidable solely for this reason or solely because any such director or
officer is present at the meeting of the board of directors or a committee
thereof which authorizes or approves the contract or transaction, or because the
vote or votes of common or interested directors are counted for such purpose, if
the circumstances specified in any of the following paragraphs exist:
(a) the fact of the common directorship or financial interest
is disclosed or known to the board of directors or committee and noted
in the minutes, and the board or committee authorizes, approves, or
ratifies the contract or transaction in good faith by a vote sufficient
for the purpose without counting the vote or votes of such common or
interested director or directors;
(b) the fact of the common directorship or financial interest
is disclosed or known to the stockholders, and they approve or ratify
the contract or transaction in good faith by a majority vote or written
consent of stockholders holding a majority of the shares entitled to
vote; the votes of the common or interested directors or officers shall
be counted in any such vote of stockholders; or
(c) the contract or transaction is fair as to the Corporation
at the time it is authorized or approved.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
(a) The Corporation shall indemnify each director and officer
of the Corporation and his or her respective heirs, administrators, and
executors against all liabilities and expenses reasonably incurred in
connection with any action, suit, or proceeding to which he or she may
be made a party by reason of the fact that he or she is or was a
director or officer of the Corporation, to the full extent permitted by
the laws of the state of Nevada now existing or as such laws may
hereafter be amended. The expenses of officers and directors incurred
in defending a civil or criminal action, suit, or proceeding shall be
paid 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.
(b) The Corporation may, at the discretion of the board of
directors, indemnify any person who is or was a party or is threatened
to be made a party to any threatened, pending, or completed action or
suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he or she is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses, including attorneys' fees, actually
and reasonably incurred by him or her in connection with the defense or
settlement of the action or suit, if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, except that no indemnification
shall be made in respect of any claim, issue, or matter as to which
such a person shall have been adjudged to be liable to the Corporation,
unless and only to the extent that the court in which the action or
suit was brought shall determine on application that, despite the
adjudication of liability but in view of all circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
ARTICLE VII
MEETINGS OF STOCKHOLDERS
Subject to the rights of the holders of any series of Common Stock,
special meetings of stockholders of the Corporation may be called only by the
board of directors pursuant to a resolution duly adopted by a majority of the
total number of directors which the Corporation would have if there were no
vacancies. At any annual meeting or special meeting of stockholders of the
Corporation, only such business shall be conducted as shall have been brought
before such meeting in the manner provided by the bylaws of the Corporation.
ARTICLE VIII
BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed and
controlled by or under the direction of a board of directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by these Articles of Incorporation directed or required to be
exercised or done by the stockholders of the Corporation.
(a) Number. Until such time, if ever, as the Corporation has
three or more stockholders, the number of directors shall not be less
than the number of stockholders. At such time as the Corporation has
three or more stockholders, the number of directors shall not be less
than three nor more than nine, the exact number of directors to be
fixed from time to time only by the vote of a majority of the entire
board of directors. No decrease in the number of directors shall
shorten the term of any incumbent director.
Notwithstanding the provisions of the foregoing paragraph,
whenever the holders of any class or series of Common Stock shall have
the right, voting as a class or series or otherwise, to elect
directors, the then-authorized number of directors of the Corporation
shall be increased by the number of the additional directors so to be
elected, and the holders of such Common Stock shall be entitled, as a
class or series or otherwise, to elect such additional directors. Any
directors so elected shall hold office until their rights to hold such
office terminate pursuant to the provisions of such Common Stock. The
provisions of this paragraph shall apply notwithstanding the maximum
number of directors hereinabove set forth.
(b) Qualification. The board of directors may, by the vote of
a majority of the entire board, prescribe qualifications of candidates
for the office of director of the Corporation, but no director then in
office shall be disqualified from office as a result of the adoption of
such qualification.
(c) Tenure. The term of office of each director shall expire
at the annual meeting of the stockholders in the first succeeding year
following the year of incorporation or thereafter when his or her
respective successor is elected and has qualified. At each annual
election, the directors chosen to succeed those whose terms then expire
shall be elected for a term expiring at the next succeeding annual
meeting or thereafter when their respective successors are elected and
have qualified.
(d) Removal. At a meeting of stockholders called expressly for
that purpose, one or more members of the board (including the entire
board) may be removed, with or without cause, by the holders of
two-thirds of the shares then entitled to vote at an election of
directors.
(e) Vacancies. Vacancies and newly-created directorships
resulting from any increase in the number of directors may be filled by
a majority of the directors then in office though less than a quorum,
and each director so chosen shall hold office for the unexpired term to
which elected and until his or her successor is elected and qualified
or until his or her earlier resignation or removal. If there are no
directors in office, then an election of directors may be held in the
manner provided by law.
(f) Limitation on Liability. A director or officer of the
Corporation shall have no personal liability to the Corporation or its
stockholders for damages for breach of fiduciary duty as a director or
officer, except for damages resulting from (i) acts or omissions which
involve intentional misconduct, fraud, or a knowing violation of law,
or (ii) the payment of dividends in violation of the provisions of
section 78.300 of the Nevada Revised Statutes, as it may be amended
from time to time, or any successor statute thereto.
ARTICLE IX
NO LIMITATIONS ON VOTING RIGHTS
To the extent permissible under the applicable law of any jurisdiction
to which the Corporation may become subject by reason of the conduct of
business, the ownership of assets, the residence of stockholders, the location
of offices or facilities, or any other item, the Corporation elects not be
governed by the provisions of any statute that (a) limits, restricts, modifies,
suspends, terminates, or otherwise affects the rights of any stockholder to cast
one vote for each share of stock registered in the name of such stockholder on
the books of the Corporation, without regard to whether such shares were
acquired directly from the Corporation or from any other person and without
regard to whether such stockholder has the power to exercise or direct the
exercise of voting power over any specific fraction of the shares of stock of
the Corporation issued and outstanding, or (b) grants to any stockholder the
right to have his or her stock redeemed or purchased by the Corporation or any
other stockholder of the Corporation. Without limiting the generality of the
foregoing, the Corporation expressly elects not to be governed by or be subject
to the provisions of sections 78.378 through 78.3793 of the Nevada Revised
Statutes or any similar or successor statutes adopted by any state which may be
deemed to apply to the Corporation from time to time.
ARTICLE X
PRINCIPAL OFFICE AND RESIDENT AGENT
The name of the initial resident agent and the address of such initial
resident agent and the Corporation's principal office in the state of Nevada are
as follows:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
Either the registered office or the resident agent may be changed in the manner
provided by law.
ARTICLE XI
AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal
all or any portion of the provisions contained in these Articles of
Incorporation from time to time in accordance with the laws of the state of
Nevada, and all rights conferred on stockholders herein are granted subject to
this reservation.
ARTICLE XII
ADOPTION OR AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors, but the stockholders of the
Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws. The
bylaws may contain any provisions for the regulation or management of the
affairs of the Corporation not inconsistent with the laws of the state of Nevada
now or hereafter existing.
ARTICLE XIII
INITIAL DIRECTORS
The original board of directors shall consist of one person. The name
and address of the person who is to serve as the director until the first annual
meeting of stockholders and until his successor is elected and shall qualify is
as follows:
Stevan Perry 4356 Mountain Highway
North Vancouver, B.C. V7K 2K2
Steve Wuschke 24336 - 32nd Avenue
Langley, B.C. V2Z 2J4
ARTICLE XIV
INCORPORATOR
The name and mailing address of the sole incorporator signing these
Articles of Incorporation is as follows:
Stevan Perry 4356 Mountain Highway
North Vancouver, B.C. V7K 2K2
The undersigned, being the sole incorporator of the Corporation herein
before named, does make and file these Articles of Incorporation, hereby
declaring that the facts herein are true.
DATED this 12th day of March, 2001.
/s/ Stevan Perry
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Stevan Perry
The Corporation Trust Company of Nevada hereby accepts appointment as
resident agent for Essential Innovations Technology Corp. as named in the
foregoing Articles of Incorporation.
/s/ Heidi M. Liesch
-----------------------
Heidi M. Liesch
Special Asst. Secretary