Medsign International Corp - FORM S-1 - EX-3.1 - ARTICLES OF INCORPORATION FILED ON MAY 29, 2009 - November 10, 2010

Attached files

file filename
EX-4.1 - SPECIMEN COMMON STOCK CERTIFICATE - Medsign International Corpex41.pdf
S-1 - Medsign International Corproot.htm
EX-4.1 - SPECIMEN COMMON STOCK CERTIFICATE - Medsign International Corpex41.htm
EX-3.2 - BY-LAWS ADOPTED ON MAY 29, 2009 - Medsign International Corpex32.htm
EX-5.1 - OPINION OF W. MANLY, P.A. - Medsign International Corpex51.htm
EX-23.1 - CONSENT OF DAVID A. ARONSON, CPA, P.A. - Medsign International Corpex231.htm
State of Delaware
Secretary. of State
Division of Corporations
Delivered 5:42 pm 05/29/2009
FILED 02:26 PM  05/29/2009
SRV 090561826 - 4692852 FILE
CERTIFICATE' OF INCORPORATION
 
FIRST: The name of this corporation shall be: MEDSIGN INTERNATIONAL CORPORATION
 
SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808.   The name of its registered agent at such address is The Company Corporation.
 
THIRD: The purpose or purposes of the corporation shall be:
 
To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
 
FOURTH: The total number of shares of stock, which this corporation is authorized to issue is Seventy Five Million (75,000,000) shares of 'common stock with par value of $.001.
 
FIFTH:  The name and address of the incorporator is as follow
 
The Company Corporation 2711 Centerville Road
Suite 400
Wilmington, Delaware l9808
 
SIXTH:  The Board of Directors shall have the power to adopt, amend or repeal the by-laws.
 
SEVENTH:  No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability or any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
 
IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 29th day of May, 2009.
The Company Corporation, incorporator

     By:           /s/  Margaret Dennis
Name.: Margaret Dennis
Assistant Secretary