Exhibit 3.1
DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4298
(775) 684-5708
Website: secretaryofstate.biz
Entity #
E0483492006-0
Document Number
20060410573-58
Date Filed:
6/27/2006 4:10:19 PM
In the office of
/s/ Dean Heller
Dean Heller
Secretary of State
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
1. Name of Corporation: Your Digital Memories
2. Resident Agent Name &
Street Address: EastBiz.com, Inc.
5348 Vegas Dr.
Las Vegas, NV 89108
3. Shares: Number of Shares with par value 150,000,000
Par value: $.0001
4. Name & Address of Board
Of Directors/Trustees:
5. Purpose: The purpose of this Corporation shall be:
to engage in any legal activity
6. Name, Address & Signature
Of Incorporator: Mr. George Choriatis /s/ George Choriatis
26 East Hawthorne Avenue
Valley , NY 11580
7. Certificate of Acceptance
Of Appointment of Resident
Agent: I hereby accept appointment as Resident
Agent for the above named corporation.
Authorized Signature of R.A. Date
ATTACHMENT
TO
ARTICLES OF INCORPORATION
OF
YOUR DIGITAL MEMORIES INC.
8. The governing board of Your Digital Memories Inc. (the "Corporation")
shall be styled as a "Board of Directors", and any member of said Board shall be
styled as a "Director." The first Board of Directors of the corporation shall
consist of two directors. 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. hi 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.
9. (a) The total number of shares of stock which the Corporation shall have
authority to issue is One Hundred Fifty Million (150,000,000) which shall
consist of (I) One Hundred Million (100,000,000) shares of common stock, par
value $0.0001 per share (the "Common Stock"), and (ii) Fifty Million
(50,000,000) shares of preferred stock, par value $0.0001 per share (the
"Preferred Stock").
(b) The Preferred Stock may be issued in one or more series, from time to
time, with each such series to have such designation, relative rights,
preferences or limitations, as shall be stated and expressed in the resolution
or resolutions providing for the issue of such series adopted by the Board of
Directors of the Corporation (the "Board"), subject to the limitations
prescribed by law and in accordance with the provisions hereof, the Board being
hereby expressly vested with authority to adopt any such resolution or
resolutions. The authority of the Board with respect to each series of Preferred
Stock shall include, but not be limited to, the determination or fixing of the
following:
(i) The distinctive designation and number of shares comprising such
series, which number may (except where otherwise provided by the Board
increasing such series) be increased or decreased (but not below the number of
shares then outstanding) from time to time by like action of the Board;
(ii) The dividend rate of such series, the conditions and time upon which
such dividends shall be payable, the relation which such dividends shall bear to
the dividends payable on any other class or classes of Stock or series thereof
or any other series of the same class, and whether such dividends shall be
cumulative or non- cumulative;
(iii) The conditions upon which the shares of such series shall be subject
to redemption by the Corporation and the times, prices and other terms and
provisions upon which the shares of the series may be redeemed;
(iv) Whether or not the shares of the series shall be subject to the
operation of a retirement or sinking fund to be applied to the purchase or
redemption of such shares and, if such retirement or sinking fund be
established, the annual amount thereof and the terms and provisions relative to
the operation thereof;
(v) Whether or not the shares of the series shall be convertible into or
exchangeable for shares of any other class or classes, with or without par
value, or of any other series of the same class, and, if provision is made for
conversion or exchange, the times, paces, rates, adjustments and other terms and
conditions of such conversion or exchange;
(vi) Whether or not the shares of the series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the terms of such
voting rights;
(vii) The rights of the shares of the series in the event of voluntary or
involuntary liquidation, dissolution or upon the distribution of assets of the
Corporation; and
(viii) Any other powers, preferences and relative participating, optional
or other special rights, and qualifications, limitations or restrictions thereof
of the shares of such series, as the Board may deem advisable and as shall not
be inconsistent with the provisions of this Articles of Incorporation.
(c) The holders of shares of the Preferred Stock of each series shall be
entitled to receive, when and as declared by the Board, out of funds legally
available for the payment of dividends, dividends (if any) at the rates fixed by
the Board for such series before any cash dividends shall be declared and paid
or set apart for payment, on the Common Stock with respect to the seine dividend
period.
(d) The holders of shares of the Preferred Stock of each series shall be
entitled, upon liquidation or dissolution or upon the distribution of the assets
of the Corporation, to such preferences as provided in the resolution or
resolutions creating such series of Preferred Stock, and no more, before any
distribution of the assets of the Corporation shall be made to the holders of
shares of the Common Stock. Whenever the holders of shares of the Preferred
Stock shall have been paid the full amounts to which they shall be entitled, the
holders of shares of the Common Stock shall be entitled to share ratably in all
remaining assets of the Corporation.
10. The Corporation shall have perpetual existence.
11. The personal liability of the directors 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. Any repeal or
amendment of this Article by the stockholders of the Corporation shall be
prospective.
12. 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 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.
13. The nature of the business of the Corporation and the objects or the
purposes to be transacted, promoted, or carried on by it are to engage in any
lawful activity.
14. 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 axe granted subject to this reservation.
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4298
(775) 684-5708
Website: secretaryofstate.biz
CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 AND 78.390)
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
YOUR DIGITAL MEMORIES, INC.
2. The articles have been amended as follows (provide article numbers, if
available):
ARTICLE 4: NAMES AND ADDRESSES OF DIRECTORS/OFFICERS ARE AS FOLLOWS:
PRESIDENT AND DIRECTOR:
AARON BARD, ARAV SOROTSKIN 26 STREET, JERUSALEM, 94464, ISRAEL
SECRETARY, TREASURER AND DIRECTOR:
ALAN SACKS, 3625 BLUEBONNET RD, NORTH VANCOUVER, BC, V7R 4C9, CANADA
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power or such
greater proportion of the voting power as may be required in the case of a
vote by classes or series, or as may be required by the provisions of the *
articles of incorporation have voted in favor of the amendment is
4. Effective date of filing (optional)
5. Officer Signature (Required) X /s/ A Sacks
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