Attached files
EXHIBIT
3.1.1
CERTIFICATE
OF INCORPORATION
OF
PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.
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ARTICLES
OF INCORPORATION
OF
PHYSICIANS
HEALTHCARE
MANAGEMENT
GROUP, INC.
FIRST. | The name of the corporation is Physicians Healthcare Management Group, Inc. |
SECOND.
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Its
registered office in the State of Nevada is located at The Corporation
Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, NV 89511, 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 Bylaws of said
Corporation, and that this Corporation may conduct all Corporation
business of every kind and nature, including the holding of all meetings
of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
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THIRD.
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The
objects for which this Corporation is formed are: To engage in any lawful
activity, including, but not limited to the
following:
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A.
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Shall
have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
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B.
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May
at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
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C.
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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.
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D.
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Shall
have power to sue and be sued in any court of law or equity,
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E.
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Shall
have power to make contracts,
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F.
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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,
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G.
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Shall
have power to appoint such officers and agents as the affairs of the
corporation shall require, and to allow them suitable
compensation.
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H.
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Shall
have power to make Bylaws not inconsistent with the Constitution or laws
of the United States, or of the State of Nevada, for the management,
regulation and governance 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,
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I.
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Shall
have power to wind up and dissolve itself, or be wound up or
dissolved.
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J.
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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
documents is not necessary. The corporation may use a seal or stamp, if it
desires, but such use or nonuse shall not in any way affect the legality
of the document.
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K.
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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.
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L.
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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.
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M.
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Shall
have power to purchase, hold, sell and transfer shares of its own capital
stock, and use therefore its capital, capital surplus, surplus, or other
property or fund.
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N.
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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.
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O.
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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
object 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.
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P.
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Shall
have power to make donations for the public welfare or for charitable,
scientific or educational purposes,
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Q.
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Shall
have power to enter into partnerships, general or limited, or joint
ventures, in connection with any lawful activities, as may be allowed by
law.
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FOURTH.
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That
the total common stock authorized that may be issued by the corporation is
FOUR HUNDRED MILLION (400,000,000) shares of stock, with a par value of
$0.001. Said shares may be issued by the corporation from time to time for
such consideration as may be fixed by the Board of
Directors.
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FIFTH.
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The
total preferred stock authorized that may be issued by the corporation is
TWO HUNDRED MILLION (200,000,000), with a par value of $0.001. Said shares
may be issued by the corporation from time to time in classes and series
with such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors,
without any action by shareholders.
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SIXTH.
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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 manner as shall be provided by the Bylaws of' this corporation,
providing that the number of directors shall not be reduced to fewer than
one (1).
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SEVENTH.
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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.
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EIGHTH.
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The
corporation shall have a perpetual
existence.
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NINTH.
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In
furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly
authorized:
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A.
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Subject
to the Bylaws, if any, adopted by the Stockholders, to make, alter or
amend the Bylaws of the Corporation.
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B.
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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, mortgaged
and liens upon the real and personal property of this
Corporation.
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C.
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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 Bylaws of the
Corporation, or as may be determined from time to time by resolution
adopted by the Board of Directors.
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D.
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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 Stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least 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 goodwill and its
corporate franchises, upon such terms and conditions as the Board of
Directors deems expedient and for the best interests of the
Corporation.
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E.
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No
shareholder 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.
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TENTH.
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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
nor 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 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, 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.
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ELEVENTH.
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This
Corporation reserves the right to amend, alter, change or repeal any
provision contained in the Articles of Incorporation, in the manner nor or
hereafter prescribed by statute, or in the Articles of Incorporation, and
all rights conferred upon Stockholders herein are granted subject to this
reservation.
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I, THE
UNDERSIGNED, being the President of the herebefore named Corporation, pursuant
to the Nevada Revised Statutes, do amend and restate these Articles of
Incorporation, hereby declaring and certifying that the facts herein stated are
true, and accordingly have hereunto set my hands this 23rd day of June,
2006.
/s/ Robert Trinka | ||
Robert Trinka, President/CEO/Chairman |
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