Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - NanoFlex Power Corp | s-1.htm |
| EX-4 - SPECIMEN STOCK CERTIFICATE - NanoFlex Power Corp | ex_4-1.htm |
| EX-5 - OPINION OF COUNSEL - NanoFlex Power Corp | ex_5-1.htm |
| EX-3 - BYLAWS - NanoFlex Power Corp | ex_3-2.htm |
| EX-99 - SUBSCRIPTION AGREEMENT - NanoFlex Power Corp | ex_99-1.htm |
| EX-14 - CODE OF ETHICS - NanoFlex Power Corp | ex_14-1.htm |
| EX-23 - CONSENT OF ACCOUNTANTS - NanoFlex Power Corp | ex_23-1.htm |
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
Universal Technology Systems Corp.
The undersigned, a natural person competent to contract, does hereby make, subscribe and file these Articles of Incorporation for the purpose of organizing a corporation under the laws of the State of Florida.
ARTICLE I
CORPORATE NAME
The name of this Corporation shall be: Universal Technology Systems Corp.
ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS
The principal office and mailing address of the Corporation is 4073 South Tamiami Trail, Sarasota FL 34231
ARTICLE III
NATURE OF CORPORATE BUSINESS AND POWERS
The general nature of the business to be transacted by this Corporation shall be to engage in any and all lawful business permitted under the laws of the United States and the State of Florida.
ARTICLE IV
CAPITAL STOCK
The maximum number of shares that this Corporation shall be authorized to issue and have outstanding at any one time shall be (two hundred and fifty million) 250,000,000 shares of Common Stock, par value $.0001 per share.
ARTICLE V
TERM OF EXISTENCE
This Corporation shall have perpetual existence.
ARTICLE VI
REGISTERED AGENT AND
INITIAL REGISTERED OFFICE IN FLORIDA
The Registered Agent and the street address of the initial Registered Office of this Corporation in the State of Florida shall be:
Christopher Conley
4073 South Tamami Trail, Sarasota, Florida 34231
Sarasota, Fl 34231
ARTICLE VII
BOARD OF DIRECTORS
This corporation shall have one (1) Director initially.
Christopher Conley
4073 South Tamiami Trail
Sarasota, Florida 34231
ARTICLE VIII
INCORPORATOR
The name address of the person signing these Articles of Incorporation as the Incorporator is Christopher Conley.
ARTICLE IX
INDEMNIFICATION
To the fullest extent permitted by the Florida Business Corporation Act, the Corporation shall indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that such person (i) is or was a director of the Corporation; (ii) is or was serving at the request of the Corporation as a director of another corporation, provided that such person is or was at the time a director of the Corporation; or (iv)is or was serving at the request of the Corporation as an officer of another Corporation, provided that such person is or was at the time a director of the corporation or a director of such other corporation, serving at the request of the Corporation. Unless otherwise expressly prohibited by the Florida Business Corporation Act, and except as otherwise provided in the previous sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact such person is or was an officer, employee or agent of the Corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
ARTICLE X
AFFILIATED TRANSACTIONS
This Corporation expressly elects not to be governed by Section 607.0901 of the Florida Business Corporation Act, as amended from time to time, relating to affiliated transactions.
- 2 -
ARTICLE XI
CONTROL SHARE ACQUISITIONS
This Corporation expressly elects to be governed by Section 607.0902 of the Florida Business Corporation Act, as amended from time to time, relating to control share acquisitions.
IN WITNESS WHEREOF, the undersigned Incorporator has executed the foregoing Articles of Incorporation on the 28th day of January 2013.
/s/ Christopher Conley
Christopher Conley, Incorporator
- 3 -
CERTIFICATE DESIGNATING REGISTERED AGENT
AND OFFICE FOR SERVICE FOR PROCESS
Universal Technology Systems corp., a corporation existing under the laws of the State of Florida with its principal office and mailing address at 4073 South Tamami Trail, Sarasota, Florida 34231 has named Christopher Conley whose address is 4073 South Tamiami Trail, Sarasota, Florida 34231, as its agent to accept service of process within the State of Florida.
ACCEPTANCE:
Having been named to accept service of process for the above-named Corporation, at the place designated in this Certificate, I hereby accept the appointment as Registered Agent, and agree to comply with all applicable provisions of law. In addition, I hereby am familiar with and accept the duties and responsibilities as Registered Agent for said Corporation.
/s/ Christopher Conley
Christopher Conley
- 4 -