Attached files
Exhibit
3.1
[SEAL]
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ROSS
MILLER
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Secretary
of State
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204
North Carson Street, Suite 4
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In
the office of
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Document
Number
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Carson
City, Nevada 89701-4520
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20090741325-23
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(775)
684 5708
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ROSS
MILLER
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Filing
Date and Time
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Website: www.nvsos.gov
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Ross
Miller
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10/15/2009 9:00
AM
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Secretary
of State
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Entity
Number
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State
of Nevada
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E0546892009-7
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Articles
of Incorporation
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(PURSUANT
TO NRS 78)
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1.
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Name
of Corporation:
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SURNA
INC.
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|||||||||||||||||
2.
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Resident
Agent
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X
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Commercial Registered Agent: National Registered Agents Inc. of NV | ||||||||||||||||
for
Service of Process:
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Name
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||||||||||||||||||
(check
only one box)
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Non
Commercial Registered Agent OR
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Office
of Position with Entity
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||||||||||||||||
(name
and address below)
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(name
and address below)
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||||||||||||||||||
Name
of Noncommercial Registered Agent OR Name
of Title of Office or Other Position with Entity
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1000
East William Street, Suite 204
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Carson
City
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Nevada
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89701
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Street
Address
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City
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Zip
Code
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|||||||||||||||||
Nevada
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|||||||||||||||||||
Mailing
Address (if different from street address)
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City
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Zip
Code
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3.
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Authorized
Stock:
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||||||||||||||||||
(number
of shares corporation
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Number
of shares
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Par
value
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Number
of shares
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||||||||||||||||
is
authorized to issue)
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with par
value:
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200,000,000
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per
share: $
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0.00001
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without
par value:
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None
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4.
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Name
and Addresses
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1.
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Richard
G. Clarke
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of
the Board of
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Name
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||||||||||||||||||
Directors/Trustees:
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#1524
Prince’s Bldg., 10 Chater Road, Central
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Hong
Kong
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CN
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None
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|||||||||||||||
(each
director/Trustee must
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Street
Address
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City
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State
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Zip
Code
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be
a natural person at least
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2.
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18
years of age; attach
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Name
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||||||||||||||||||
additional
page if more than
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|||||||||||||||||||
two
directors/trustees)
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Street
Address
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City
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State
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Zip
Code
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5.
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Purpose:
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The
purpose of this Corporation shall be:
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|||||||||||||||||
(optional
- see instructions)
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To
engage in any lawful business activity.
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||||||||||||||||||
6.
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Names,
Address
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Conrad
C. Lysiak
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CONRAD C.
LYSIAK
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and
Signature of
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Name
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Signature
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|||||||||||||||||
Incorporator:
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601
West First Avenue, Suite 903
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Spokane
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WA
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99201
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(attach
additional page
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Address
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City
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State
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Zip
Code
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|||||||||||||||
if
more than one incorporator)
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7.
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Certificate
of Acceptance
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||||||||||||||||||
of
Appointment of
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____________________________________________________________
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_______________
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Resident
Agent:
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Authorized
Signature of Registered Agent or On Behalf of Registered Agent
Entity
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Date
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This
form must be accompanied by appropriate fees.
SURNA
INC.
ADDITIONAL
ARTICLES
Section
1. Capital Stock
The
aggregate number of shares that the Corporation will have authority to issue is
Two Hundred Million (200,000,000) of which One Hundred Million (100,000,000)
shares will be common stock, with a par value of $0.00001 per share, and One
Hundred Million (100,000,000) shares will be preferred stock, with a par value
of $0.00001 per share.
The
Preferred Stock may be divided into and issued in series. The Board of Directors
of the Corporation is authorized to divide the authorized shares of Preferred
Stock into one or more series, each of which shall be so designated as to
distinguish the shares thereof from the shares of all other series and
classes. The Board of Directors of the Corporation is authorized,
within any limitations prescribed by law and this Article, to fix and determine
the designations, rights, qualifications, preferences, limitations and terms of
the shares of any series of Preferred Stock including but not limited to the
following:
(a)
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The
rate of dividend, the time of payment of dividends, whether dividends are
cumulative, and the date from which any dividends shall
accrue;
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(b)
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Whether
shares may be redeemed, and, if so, the redemption price and the terms and
conditions of redemption;
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(c)
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The
amount payable upon shares in the event of voluntary or involuntary
liquidation;
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(d)
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Sinking
fund or other provisions, if any, for the redemption or purchase of
shares;
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(e)
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The
terms and conditions on which shares may be converted, if the shares of
any series are issued with the privilege of
conversion;
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(f)
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Voting
powers, if any, provided that if any of the Preferred Stock or series
thereof shall have voting rights, such Preferred Stock or series shall
vote only on a share for share basis with the Common Stock on any matter,
including but not limited to the election of directors, for which such
Preferred Stock or series has such rights;
and,
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(g)
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Subject
to the foregoing, such other terms, qualifications, privileges,
limitations, options, restrictions, and special or relative rights and
preferences, if any, of shares or such series as the Board of Directors of
the Corporation may, at the time so acting, lawfully fix and determine
under the laws of the State of
Nevada.
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The
Corporation shall not declare, pay or set apart for payment any dividend or
other distribution (unless payable solely in shares of Common Stock or other
class of stock junior to the Preferred Stock as to dividends or upon
liquidation) in respect of Common Stock, or other class of stock junior the
Preferred Stock, nor shall it redeem, purchase or otherwise acquire for
consideration shares of any of the foregoing, unless dividends, if any, payable
to holders of Preferred Stock for the current period (and in the case of
cumulative dividends, if any, payable to holder of Preferred Stock for the
current period and in the case of cumulative dividends, if any, for all past
periods) have been paid, are being paid or have been set aside for payments, in
accordance with the terms of the Preferred Stock, as fixed by the Board of
Directors.
In the
event of the liquidation of the Corporation, holders of Preferred Stock shall be
entitled to received, before any payment or distribution on the Common Stock or
any other class of stock junior to the Preferred Stock upon liquidation, a
distribution per share in the amount of the liquidation preference, if any,
fixed or determined in accordance with the terms of such Preferred Stock plus,
if so provided in such terms, an amount per share equal to accumulated and
unpaid dividends in respect of such Preferred Stock (whether or not earned or
declared) to the date of such distribution. Neither the sale, lease
or exchange of all or substantially all of the property and assets of the
Corporation, nor any consolidation or merger of the Corporation, shall be deemed
to be a liquidation for the purposes of this Article.
Section
2. Acquisition of Controlling Interest.
The
Corporation elects not to be governed by NRS 78.378 to 78.3793,
inclusive.
Section
3. Combinations with Interest Stockholders.
The
Corporation elects not to be governed by NRS 78.411 to 78.444,
inclusive.
Section
4. Liability.
To the
fullest extent permitted by NRS 78, a director or officer of the Corporation
will not be personally liable to the Corporation or its stockholders for damages
for breach of fiduciary duty as a director or officer, provided that this
article will not eliminate or limit the liability of a director or officer
for:
(a)
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acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of law; or
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(b)
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the
payment of distributions in violation of NRS 78.300, as
amended.
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Any
amendment or repeal of this Section 4 will not adversely affect any right or
protection of a director of the Corporation existing immediately prior to such
amendment or repeal.
Section
5. Indemnification
(a)
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Right
to Indemnification. The Corporation will indemnify to the
fullest extent permitted by law any person (the AIndemnitee@) made
or threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the Corporation) by
reason of the fact that he or she is or was a director of the Corporation
or is or was serving as a director, officer, employee or agent of another
entity at the request of the Corporation or any predecessor of the
Corporation against judgments, fines, penalties, excise taxes, amounts
paid in settlement and costs, charges and expenses (including
attorneys= fees
and disbursements) that he or she incurs in connection with such action or
proceeding.
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(b)
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Inurement. The
right to indemnification will inure whether or not the claim asserted is
based on matters that predate the adoption of this Section 5, will
continue as to an Indemnitee who has ceased to hold the position by virtue
of which he or she was entitled to indemnification, and will inure to the
benefit of his or her heirs and personal
representatives.
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(c)
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Non-exclusivity
of Rights. The right to indemnification and to the advancement
of expenses conferred by this Section 5 are not exclusive of any other
rights that an Indemnitee may have or acquire under any statue, bylaw,
agreement, vote of stockholders or disinterested directors, the
Certificate of Incorporation or
otherwise.
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(d)
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Other
Sources. The Corporation=s
obligation, if any, to indemnify or to advance expenses to any Indemnitee
who was or is serving at the request as a director, officer employee or
agent of another corporation, partnership, joint venture, trust,
enterprise or other entity will be reduced by any amount such Indemnitee
may collect as indemnification or advancement or expenses from such other
entity.
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(e)
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Advancement
of Expenses. The Corporation will, from time to time, reimburse
or advance to any Indemnitee the funds necessary for payment of expenses,
including attorneys= fees
and disbursements, incurred in connection with defending any proceeding
from which he or she is indemnified by the Corporation, in advance of the
final disposition of such proceeding; provided that the Corporation has
received the undertaking of such director or officer to repay any such
amount so advanced if it is ultimately determined by a final and
unappealable judicial decision that the director or officer is not
entitled to be indemnified for such
expenses.
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