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10-Q - 10-Q - CORGENIX MEDICAL CORP/COa10-20796_110q.htm
EX-3.2 - EX-3.2 - CORGENIX MEDICAL CORP/COa10-20796_1ex3d2.htm
EX-31.1 - EX-31.1 - CORGENIX MEDICAL CORP/COa10-20796_1ex31d1.htm
EX-31.2 - EX-31.2 - CORGENIX MEDICAL CORP/COa10-20796_1ex31d2.htm
EX-32.1 - EX-32.1 - CORGENIX MEDICAL CORP/COa10-20796_1ex32d1.htm

Exhibit 3.1

 

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

CORGENIX MEDICAL CORPORATION

 

FIRST.  The name of the Corporation is CORGENIX MEDICAL CORPORATION.

 

SECOND.  Its registered office in the State of Nevada is located at 1000 East William Street, Suite 204, Carson City, Nevada 89701, that this Corporation may maintain an office, or offices, in such other place within or without the State of Nevada as may be from time to time designated by the Board of Directors, or by the By-Laws of said Corporation, and that this Corporation may conduct all Corporation business of every kind and nature, including the holdings of all meetings of Directors and Stockholders, 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, including, but not limited to the following:

 

(A)                              Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law.

 

(B)                                May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this Corporation is organized.

 

(C)                                Shall have power to have succession by its corporate name for the period limited in its certificate or Articles of Incorporation, and when no period is limited, perpetually, or until dissolved and its affairs wound up according to law.

 

(D)                               Shall have power to sue and be sued in any court of law or equity.

 

(E)                                 Shall have power to make contracts.

 

(F)                                 Shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any other state, territory or country.

 

(G)                                Shall have power to appoint such officers and agents as the affairs of the Corporation shall require, and to allow them suitable compensation.

 

(H)                               Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its Stockholders.

 

(I)                                    Shall have power to wind up and dissolve itself, or be would up or dissolved.

 

(J)                                   Shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. The use of a seal or stamp by the Corporation on any corporate document is not

 



 

necessary. The Corporation may use a seal or stamp, if it desires, but such use or non-use shall not in any way affect the legality of the document.

 

(K)                               Shall have power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful object.

 

(L)                                 Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of the indebtedness created by, any other corporation or corporations of the State of Nevada, or any other state or government, and, while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.

 

(M)                            Shall have power to purchase, hold, sell and transfer shares of its own capital stock, and use therefor its capital, capital surplus, surplus, or other property or fund.

 

(N)                               Shall have power to conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in the State of Nevada, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and any foreign countries.

 

(O)                               Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or Articles of Incorporation, or any amendment thereof, or necessary or incidental to the protection and benefit of the Corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the Corporation, whether or not such business is similar in nature to the objects set forth in the certificate or Articles of Incorporation of the Corporation, or any amendment thereof.

 

(P)                                 Shall have power to make donations for the public welfare or for charitable, scientific or educational purposes.

 

(Q)                               Shall have power to enter into partnerships, general or limited, or joint ventures, in connection with any lawful activities.

 

FOURTH.  The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is Two Hundred Five Million (205,000,000) shares divided into two (2) classes, of which Two Hundred Million (200,000,000) shares, par value $0.001 per share, shall be designated Common Stock, and Five Million (5,000,000) shares, par value $0.001 per share, shall be designated Preferred Stock. The Board of Directors is expressly vested with the authority to issue the Common Stock and the Preferred Stock from time to time, in one or more classes and in one or more series of any such class, subject to the following provisions:

 

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(A)                              All Classes of Capital Stock.  The following provisions shall apply to all classes of the Corporation’s capital stock:

 

(1)                                  Acquisition, Redemption and Other Disposition.  The Corporation shall have the power to acquire (by purchase, redemption, or otherwise), hold, own, pledge, sell, transfer, assign, reissue, cancel, or otherwise dispose of the shares of the Corporation in the manner and to the extent now or hereafter permitted by the laws of the State of Nevada (but such power shall not imply an obligation on the part of the owner or holder of any share to sell or otherwise transfer such share to the Corporation), including the power to purchase, redeem, or otherwise acquire the it’s own shares, directly or indirectly, and without pro rata treatment of the owners or holders of any class or series of shares, unless, after giving effect thereto, the Corporation would not be able to pay its debts as they become due in the usual course of business or the Corporation’s total assets would be less than its total liabilities (and without regard to any amounts that would be needed, if the Corporation were to be dissolved at the time of the purchase, redemption, or other acquisition, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those of the holders of the shares of the Corporation being purchased, redeemed, or otherwise acquired, unless otherwise expressly provided with respect to a series of Preferred Stock).  Shares of the Corporation purchased, redeemed, or otherwise acquired by it shall constitute authorized but unissued shares, unless prior to any such purchase, redemption, or other acquisition, or within thirty (30) days thereafter, the Board of Directors adopts a resolution providing that such shares constitute authorized and issued but not outstanding shares;

 

(2)                                  Reissuance.  Preferred Stock of any series that has been redeemed (whether through the operation of a retirement or sinking fund or otherwise) or purchased by the Corporation, or which, if convertible, have been converted into shares of the Corporation of any other class or series, may be reissued as a part of such series or of any other series of Preferred Stock, subject to such limitations (if any) as may be fixed by the Board of Directors with respect to such series of Preferred Stock in accordance with the provisions of Article FOURTH Subsection C, of these Articles of Incorporation; and

 

(3)                                  Disposition, Issuance and Sale.  The Board of Directors of the Corporation may dispose of, issue, and sell shares in accordance with, and in such amounts as may be permitted by, the laws of the State of Nevada and the provisions of these Articles of Incorporation and for such consideration, at such price or prices, at such time or times and upon such terms and conditions (including the privilege of selectively repurchasing the same) as the Board of Directors shall determine, without the authorization or approval by any stockholders of the Corporation.  Shares may be disposed of, issued, and sold to such persons, firms, or corporations as the Board of Directors may determine, without any preemptive or other right on the part of the owners or holders of other shares of the Corporation of any class or kind to acquire such shares by reason of their ownership of such other shares.

 

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(B)                                The following provisions shall apply to the Common Stock:

 

(1)                                  Voting Rights.  Except as otherwise provided by the General Corporation Law of Nevada and subject to such stockholder disclosure and recognition procedures (which may include voting prohibition sanctions) as the Corporation may by action of its Board of Directors establish, shares of Common Stock shall have unlimited voting rights and each outstanding share of Common Stock shall, when validly issued by the Corporation, entitle the record holder thereof to one vote at a stockholders’ meetings on all matters submitted to a vote of the stockholders of the Corporation;

 

(2)                                  Dividends and Distributions.  Shares of Common Stock shall be equal in every respect insofar as their relationship to the Corporation is concerned, but such equality of rights shall not imply equality of treatment as to redemption or other acquisition of shares by the Corporation.  Subject to the rights of the holders of any outstanding series of Preferred Stock, the holders of Common Stock shall be entitled to share ratably in such dividends or other distributions (other than purchases, redemptions, or other acquisitions of shares by the Corporation), if any, as are declared and paid from time to time on the Common Stock at the discretion of the Board of Directors; and

 

(3)                                  Liquidation, Dissolution or Winding Up.  In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, after payment shall have been made to the holders of any outstanding series of Preferred Stock of the full amount to which they shall be entitled, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders.

 

(C)                                Preferred Stock.  The following provisions shall apply to the Preferred Stock:

 

(1)                                  Issuance.  The Board of Directors is hereby expressly authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock.  Before any shares of any such series are issued, the Board of Directors shall fix, and hereby is expressly empowered to fix, by adopting and filing in accordance with the General Corporation Law of Nevada, a Certificate of Designation, after adopting a resolution or resolutions providing for the issue of such Preferred Stock, and in such resolution or resolutions providing for the issue of shares of each such class and of each particular series of any such class.  The Board of Directors is also expressly vested with authority to fix the number of shares constituting any such series of any such class and to fix the terms of such Preferred Stock or series of Preferred Stock, including without limitation the following:

 

(i)                                     the designation of such series, the number of shares to constitute such series and the stated value thereof if different from the par value thereof;

 

(ii)                                  whether the shares of such series shall have voting rights, and, if so, the terms of such voting rights, which may be general or limited, may include

 

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multiple votes per share and may include the right, under specified circumstances, to elect additional directors;

 

(iii)                               the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of Preferred Stock;

 

(iv)                              whether the shares of such series shall be subject to redemption by the Corporation and, if so, the times, prices and other conditions of such redemption;

 

(v)                                 the amount or amounts payable upon shares of such series upon, and the rights of the holders of such series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Corporation;

 

(vi)                              whether the shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

 

(vii)                           whether the shares of such series shall be convertible into, or exchangeable for, shares or stock of any other class or any other series of Preferred Stock or any other securities (whether or not issued by the Corporation) and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

 

(viii)                        the limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock or shares of stock of any other class or any other series of Preferred Stock;

 

(ix)                                the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issue of any additional stock, including additional shares of such series or of any other series of Preferred Stock or of any other class of stock; and

 

(x)                                   any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof.

 

Except to the extent otherwise expressly provided in these Articles of Incorporation or required by law (i) no share of Preferred Stock shall have any voting rights other than those which shall

 

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be fixed by the Board of Directors pursuant to this Article FOURTH and (ii) no share of Common Stock shall have any voting rights with respect to any amendment to the terms of any series of Preferred Stock, provided however, that in the case of this clause (ii) the terms of such series of Preferred Stock, as so amended, could have been established without any vote of any shares of Common Stock.

 

FIFTH.  The governing board of this Corporation shall be known as Directors, and the number of Directors may from time to time be increased or decreased in such a 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 name and post office address of the current Board of Directors shall be seven (7) in number and listed as follows:

 

NAME

 

POST OFFICE AND ADDRESS

 

 

 

Luis R. Lopez

 

11575 Main Street, Number 400
Broomfield, CO 80020

 

 

 

Douglass T. Simpson

 

11575 Main Street, Number 400
Broomfield, CO 80020

 

 

 

Dennis Walczewski

 

11575 Main Street, Number 400
Broomfield, CO 80020

 

 

 

Robert Tutag

 

11575 Main Street, Number 400
Broomfield, CO 80020

 

 

 

Larry G. Rau

 

11575 Main Street, Number 400
Broomfield, CO 80020

 

 

 

C. David Kikumoto

 

11575 Main Street, Number 400
Broomfield, CO 80020

 

 

 

Stephen P. Gouze

 

11575 Main Street, Number 400
Broomfield, CO 80020

 

SIXTH.  The capital stock, 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.  [Intentionally deleted]

 

EIGHTH.  The resident agent for this Corporation shall be: National Registered Agents, Inc. of NV. The address of said agent, and, the registered or statutory address of this Corporation in the State of Nevada, shall be: 1000 East William Street, Suite 204, Carson City, Nevada 89701.

 

NINTH.  The Corporation is to have perpetual existence.

 

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TENTH.  In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

 

Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the By-Laws of the Corporation.

 

To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed, mortgages and liens upon the real and personal property of this Corporation.

 

By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the Corporation, which, to the extent provided in the resolution, or in the By-Laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee, or committees, shall have such name, or names, as may be stated in the By-Laws of the Corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.

 

When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholder’s meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the Corporation.

 

The terms and conditions of any right, options and warrants approved by the Board of Directors may provide that any or all of such terms and conditions may be waived or amended only with the consent of the holders of a designated percentage of a designated class or classes of capital stock of the Company (or a designated group or groups of holders within such class or classes, including but not limited to disinterested holders), and the applicable terms and conditions of any such rights, options or warrants so conditioned may not be waived or amended absent such consent.

 

ELEVENTH.  No stockholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

 

TWELFTH.  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 law, 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,

 

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and shall not adversely affect any limitation on the personal liability of a Director or officer of the Corporation for acts or omissions prior to such repeal or modification.

 

THIRTEENTH.  This Corporation reserves the right to amend, alter, change or repeal any provision 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.

 

FOURTEENTH:  These Amended and Restated Articles of the Corporation were adopted by the affirmative vote of a majority of the stockholders at an annual meeting of the stockholders of the Corporation held May 20, 2008.

 

IN WITNESS WHEREOF, the undersigned has executed these Articles this 19th day of June, 2008.

 

 

 

 

Douglass T. Simpson, President and

 

Chief Executive Officer

 

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