Attached files
Exhibit 3.1
ROSS MILLER
Secretary of State Document Number
206 North Carson Street 20110668715-37
Carson City, Nevada 89701-4298 Filing Date and Time
(775) 684-5708 09/14/2011 3:46 PM
Website: www.nvsos.gov Entity Number
E0375472008-9
Filed in the office of
ARTICLES OF INCORPORATION /s/ Ross Miller
(PURSUANT TO NRS 78.385 AND 78.390) Ross Miller
Secretary of State
State of Nevada
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
Business Outsourcing Services Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
1. The name of the Corporation has been changed to Orgenesis Inc.
4. Names and Addresses of the Board of Directors/Trustees- see attached
schedule for list of directors and additional provisions.
5. Purpose- see attached schedule
ADDITIONAL PROVISIONS- See attached schedule
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 69.6%
4. Effective date of filing (optional):
5. Officer Signature (Required) /s/ Guilbert Cuison
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* If any proposed amendment would alter or change any preferences or any
relative or other right given to any class or series of outstanding shares, then
the amendment must be approved by the vote. In addition to the affirmative vote
otherwise required of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
SCHEDULE A
TO
ARTICLES OF INCORPORATION
OF
ORGENESIS INC.
(FORMERLY BUSINESS OUTSOURCING SERVICES INC.)
SECTION 4 BOARD OF DIRECTORS
4.1 Names and Addresses of the Board of Directors/Trustees are:
(1) Guilbert Cuison of Block 616 Bedrock Reservoir Road, Singapore, 470616
and
(2) Jerome Golez of Block 117 Bishan St., Singapore, 570117
4.2 Number of Directors.
The number of the directors constituting the entire Board will be not less than
one nor more than 15 as fixed from time to time by vote of the majority of the
entire Board, provided, however, that the number of directors will not be
reduced so as to shorten the term of any director at the time in office.
4.3 Vacancies.
Any vacancies in the Board of Directors for any reason, and any directorships
resulting from any increase in the number of directors, may be filled by the
Board of Directors, acting by a majority of the directors then in office,
although less than a quorum, and any directors so chosen will hold office during
the remainder of the term of office of the resigning director.
SECTION 5 PURPOSE
The nature of the business of the Corporation and the objects or the purposes to
be transacted, promoted, or carried on by it are to engage in any lawful
activity.
ADDITIONAL PROVISIONS
SECTION 8 ACQUISITION OF CONTROLLING INTEREST
The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive.
SECTION 9 COMBINATIONS WITH INTEREST STOCKHOLDERS
The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.
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SECTION 10 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) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) the payment of distributions in violation of NRS 78.300, as amended.
Any amendment or repeal of this Section 10 will not adversely affect any right
or protection of a director of the Corporation existing immediately prior to
such amendment or repeal.
SECTION 11 INDEMNIFICATION
11.1 Right to Indemnification.
The Corporation will indemnify to the fullest extent permitted by law any person
(the "Indemnitee") 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.
11.2 Inurement
The right to indemnification will inure whether or not the claim asserted is
based on matters that predate the adoption of this Section 11, 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.
11.3 Non-exclusivity of Rights
The right to indemnification and to the advancement of expenses conferred by
this Section 11 are not exclusive of any other rights that an Indemnitee may
have or acquire under any statute, bylaw, agreement, vote of stockholders or
disinterested directors, these Articles of Incorporation or otherwise.
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11.4 Other Sources
The Corporation's obligation, if any, to indemnify or to advance expenses to any
Indemnitee who was or is serving at its 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 of expenses from such other entity.
11.5 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 for 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.
SECTION 12 BYLAWS
The Board of Directors is expressly authorized to make, alter and repeal the
Bylaws of the corporation, subject to the power of the shareholders of the
corporation to change or repeal the Bylaws.
