Attached files
| file | filename |
|---|---|
| 10-K - LIGHTLAKE THERAPEUTICS, INC. 10-K - OPIANT PHARMACEUTICALS, INC. | a6074458.htm |
| EX-32.1 - EXHIBIT 32.1 - OPIANT PHARMACEUTICALS, INC. | a6074458ex32.htm |
| EX-31.2 - EXHIBIT 31.2 - OPIANT PHARMACEUTICALS, INC. | a6074458ex31_2.htm |
| EX-10.6 - EXHIBIT 10-6 - OPIANT PHARMACEUTICALS, INC. | a6074458ex10_6.htm |
| EX-10.7 - EXHIBIT 10-7 - OPIANT PHARMACEUTICALS, INC. | a6074458ex10_7.htm |
| EX-31.1 - EXHIBIT 31.1 - OPIANT PHARMACEUTICALS, INC. | a6074458ex31_1.htm |
| EX-10.5 - EXHIBIT 10-5 - OPIANT PHARMACEUTICALS, INC. | a6074458ex10_5.htm |
| EX-10.4 - EXHIBIT 10-4 - OPIANT PHARMACEUTICALS, INC. | a6074458ex10_4.htm |
Exhibit
3(i)
ARTICLES
OF INCORPORATION
OF
MADRONA
VENTURES INC
FIRST.
The name of the corporation is Madrona Ventures Inc.
SECOND.
The registered office of the corporation in the State of Nevada is located at
7251 West Lake Mead Blvd Suite 300, Las Vegas, NV 89128. The corporation may
maintain an office, or offices, in such other places within or without the State
of Nevada, as may be from time to time designated by the Board of Directors or the By-Laws of the
corporation. The corporation may conduct all corporation business of every kind and nature
outside the State of Nevada as well as within the State of Nevada.
THIRD.
The objects for which this corporation is formed are to engage in any lawful
activity.
FOURTH.
The total number of common stock authorized that may be issued by the
Corporation is seventy five million (75,000,000) shares of common stock
with a par
value of one tenth of one cent ($0.001) per
share and no other class of stock shall be authorized.
The corporation may from time issue said shares for such consideration as the Board of Directors
may fix.
FIFTH.
The governing board of the corporation shall be known as directors, and the number
of directors may from time to time be increased or decreased in such manner as
shall be provided by the
By-Laws
of this corporation, providing that
the number of directors shall not
be reduced to fewer than one (1). The first Board of Directors shall be
one (1) in
number and the name and post office address of
this Director is:
| Name: | Darcy Krell | |
| Address: | #3A 199 Drake Street | |
| Vancouver, BC Canada V6Z 2T9 |
SIXTH.
The capital stock of the corporation, after the amount of
the subscription price or par
value, has been paid in, shall not be subject to
assessment to pay the debts of the corporation.
SEVENTH.The name and post office
address of the Incorporator signing the Articles of
Incorporation is as
follows:
| Name: | Leah Finke | |
| Address: |
7251 West Lake Mead Blvd Suite
300
|
|
| Las Vegas, Nevada 89128 |
EIGHTH.
The Resident Agent for this corporation shall be Empire Stock Transfer Inc. The address of the
Resident Agent and the registered or statutory address of this corporation in
the State of Nevada shall be: 7251 West Lake Mead Blvd Suite 300 Las Vegas, NV
89128.
NINTH.
The corporation is to have perpetual existence.
TENTH.
The Board of Directors shall
adopt
the initial By-laws
of the corporation. The Board of Directors
shall also have the power to alter, amend or repeal the By-laws, or to adopt new
By-laws, except as otherwise may be specifically provided in the
By-laws.
ELEVENTH.
The Board of
Directors shall have the authority to open bank accounts and adopt banking
resolutions on behalf of the corporation.
TWELVETH. No Director or Officer of the corporation
shall
be personally
liable to
the corporation
or
any
of its
stockholders
for
damages for breach of fiduciary duty as a Director or
Officer
involving any act or omission of any such Director or Officer; provided, however,
that the foregoing provision shall not eliminate or limit the liability of a
Director or
Officer (i)
for acts or
omissions
which involve
intentional misconduct, fraud
or
a
knowing violation of the larw, or
(ii) the payment of dividends in
violation of Section
78.300
of the Nevada Revised Statutes. Any repeal or modification of this Article by
the Stockholders
of the
corporation
shall
be
prospective only,
and
shall
not adversely
aff'ect
any
limitations on
the personal
liability of a Director or Officer of the corporation for acts or omissions
prior to such repeal or modification.
THIRTEENTH.
The corporation reserves the right to amend, alter, change or repeal any
provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, or by the Articles of Incorporation, and all
rights conferred upon
stockholders
herein are granted subject to this
reservation.
I, the
undersigned, being the Incorporator hereinbefore
named for the purpose of
forming a corporation pursuant to General Corporation
Law
of the State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and
accordingly have hereunto set my hand this June 20,
2005.
/s/ Leah
Finke
Leah Finke
Incorporator
MADRONA VENTURES
INC.
(the
"Company")
RESOLUTIONS
CONSENTED TO IN WRITING BY THE SOLE DIRECTOR OF MADRONA VENTURES INC. IN
ACCORDANCE WITH THE PROVISIONS OF ITS BYLAWS
APPOINTMENT OF
OFFICERS
Whereas
the person named below having consented in writing to act as the President,
Chief Executive Officer, Secretary and Treasurer of the Company, BE IT
RESOLVED THAT the
following person be and is hereby appointed to the offices set out opposite his
name to hold office at the pleasure of the Directors:
|
|
Darcy
Krell
|
- |
President,
C.E.O., Secretary and Treasurer
|
ADOPTION
OF BYLAWS
BE IT RESOLVED THAT the form
of Bylaws of the Company as presented to the directors of the Company be adopted
and that the Secretary be and is hereby instructed to cause the same to be
inserted in the Company's Minute Book immediately following the Articles of
Incorporation and the Certificate of Incorporation.
FORM OF SHARE
CERTIFICATE
BE IT RESOLVED
THAT the form of share certificate
included with the Company's minute book be the form of share certificate of the
Company.
ISSUANCE OF
SHARES
BE IT RESOLVED THAT the Board of
Director be and it is hereby is authorized in its discretion to
issue shares of the Company to the full number of shares authorized by the
Certificate of Incorporation in such number and for such considerations as from
time to time shall be determined by the Board of Directors and as may be
permitted by law.
BANK
AND
SIGNING OFFICERS
BE IT RESOLVED THAT the Bank of
Montreal be appointed the banker of the Company, and that the Company do adopt
as its banking resolutions the form of banking resolutions prescribed by the
Company's bankers and that the President be and he is hereby authorized to
execute as an act of the Company such banking documents under the corporate seal
of the Company where required.
I, the
undersigned, being the sole Director of the Company, hereby consent to the
foregoing resolutions.
DATED as
of this 21st
day of June, 2005.
/s/ Darcy Krell
Darcy
Krell