ARTICLES OF INCORP
Published on November 16, 2009
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
BISHOP EQUITIES, INC.
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Article I - The Corporation
The name of the corporation is Bishop Equities, Inc. (the
"Corporation") and it is hereby incorporated pursuant to the laws of the State
of Nevada.
Article II - Duration of Existence
The Corporation shall have perpetual existence.
Article IV - Purposes and Powers of Corporation
The Corporation shall have unlimited power to engage in and do any
lawful act concerning any or all lawful business for which corporations may be
organized under the corporation statutes and codes of the State of Nevada.
Article V - Common Stock and Voting
The Corporation shall have the authority to issue an aggregate of
twenty-five million (25,000,000) shares, with a par value of $.001 per share.
All shares will be of the same class, designated "common" shares, With the same
rights. Shares may only be issued as fully-paid and non-assessable, and may be
issued at such times, upon such terms and conditions and for such consideration
as the Board of Directors shall determine. Each common share shall be entitled
to one vote concerning all matters as to which the Corporation's shareholders
shall be entitled to vote. The Corporation's common stock shall not be subject
to assessment to pay any debts of the Corporation.
Article VI - Capitalization
The Corporation will commence its official business upon its receipt of
consideration of at least $1,000 for the issuance of shares.
Article VII - No Preemptive Rights
The Corporation's shareholders shall have no preemptive rights to
acquire, purchase or subscribe for any unissued 'shares of the Corporation's
securities.
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Article VIII - Registered Agent
The name of the Corporation's initial registered agent in the State of
Nevada is Laughlin Associates, and the address of its initial registered office
is c/o Laughlin Associates, 1000 East William, Carson City, Nevada 89701.
Article IX - Board of Directors
The Corporation's initial Board of Directors shall be composed of two
members, who need not be shareholders of the Corporation nor residents of the
State of Nevada.
Directors shall be elected by a vote of such majority of a quorum of
the Corporation's shareholders present at any meeting held for the election of
directors. Cumulative voting is not authorized and shall not be allowed.
The names and addresses of the persons who are to serve as the
Corporation's directors until the first annual meeting of its shareholders and
until their successors shall be elected and shall qualify, are as follows:
Deborah A. Salerno, 355 South End Ave., New York NY 10280
Maureen Abato, 19 Union Square West, New York NY 10003.
Article X - Powers of Board of Directors
The Corporation's Board of Directors shall have and may exercise all of
the powers now or hereafter conferred upon the Board by its Articles of
Incorporation and By-Laws, and by Nevada law, and the following powers:
To make distributions to the Corporation's stockholders of assets or
cash belonging to the Corporation, in partial liquidation of its assets, and to
make distributions in cash or kind, out of the Corporation's capital surplus; to
cause the Corporation to purchase, take, receive or otherwise acquire its own
shares out of its capital surplus, subject to limitations contained in the
Nevada corporate codes; and to sell or acquire the stock or assets of the
Corporation without the approval of the stockholders.
Article XI - Common Directors; Corporate Transactions
No contract or other transaction between the Corporation and any one or
more of its directors or any other entity in WHICH one or more of its directors
or officers may be financially interested, shall be either void or voidable
because of such relationship or interest, or because such director(s) may be
present at a meeting of the Board of Directors which authorizes, approves or
ratifies such contract or transaction, or because the vote of such director(s)
was counted for such purpose, so long as:
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(a) the fact of such relationship or interest is disclosed or known to
the Board of Directors which authorizes, approves or ratifies the contract or
transaction by vote or consent sufficient for the purpose, without including the
votes or consents of such interested director(s); OR
(b) the fact of such relationship or interest is disclosed or known to
the stockholders entitled to vote on the transaction, and the stockholders grant
their authorization. approval or ratification, by oral or written consent; OR
(c) the contract or transaction is deemed to be fair and reasonable to
the Corporation.
Common or interested directors may be counted in determining the
presence of a quorum at any meeting of the Board of Directors or committee
thereof, which authorizes, approves or ratifies such contract or transaction.
Article XII - Indemnification
Without limiting the powers or authority now or hereafter conferred
upon the Corporation by its Articles of Incorporation or By-Laws, or by Nevada
law, the Corporation shall possess and may exercise all powers of
indemnification of its officers, directors, employees, agents and other persons,
and all powers and authority incidental thereto (including, without limitation,
to advance expenses and to purchase and maintain insurance in that connection),
without regard to whether or not such powers and authority are specifically
provided for by Nevada corporation law. The Corporation's Board of Directors is
hereby authorized and empowered on behalf of the Corporation and without
shareholder action, to exercise all of the Corporation's powers of
indemnification.
Article XIII - Change, Amendment
The Corporation reserves the right to amend, alter, change or repeal
any provisions hereof, or to add any provision hereto, at any time and in any
manner as may be now or hereafter prescribed or permitted by Nevada corporation
codes. All of the rights and powers conferred upon the Corporation's directors
and shareholders hereby are so granted subject to the reservation contained in
this Article.
Article XIV - By-Laws
The Corporation's initial By-Laws shall be adopted by its Board of
Directors. The Board may amend, alter or repeal the By-Laws, or replace them by
the adoption of new By-Laws.
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Article XV - Incorporator
The Corporation's incorporator is:
Maureen Abato, 19 Union Square West, New York NY 10003
IN WITNESS WHEREOF, the undersigned, a natural person over the age of
twenty-one years and the incorporator designated in Article XIV of the annexed
and foregoing Articles of Incorporation of Avalon Enterprises, Inc., has
executed said Articles of Incorporation as of April 10, 1991.
/s/ Maureen Abato
---------------------------------
Maureen Abato
(As incorporator)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On April 10, 1991, before me, the undersigned, a Notary Public in and
for the above County and State, personally appeared Maureen Abato, known to me
to be the person whose name is subscribed above, and who duly acknowledged that
she executed the foregoing Articles of Incorporation.
/s/ Margery Heitbrink
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Notary Public
Indicate date commission expires:
[notary stamp here]
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STATE OF NEVADA
SECRETARY OF STATE
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
IN THE MATTER OF BISHOP EQUITIES, INC.,
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(Name of Corporation)
I, LAUGHLIN ASSOCIATES, INC., with address at Suite 100,
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Name of Resident Agent
Street 1000 E. WILLIAM STREET
Town of CARSON CITY, County of CARSON CITY, State of Nevada, hereby accept the
appointment as Resident Agent of the above-entitled corporation in accordance
with NRS 78.090.
FURTHERMORE, that the principal office in this state is located at
Suite 100, Street 1000 E. WILLIAM STREET, Town of CARSON CITY, County of CARSON
CITY, State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of April,
1991.
/s/ Irma D. Butler
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Sales/Service Advisor
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
FRANKLYN S. BARRY, JR., and JAMES A. JOYCE certify that
1. They are President and Secretary, respectively, of BISHOP
EQUITIES, INC., a Nevada corporation.
2. Article FIRST of the Articles of Incorporation of this
corporation is amended to read as follows:
"FIRST: The name of this corporation is:
AETHLON MEDICAL, INC."
3. The foregoing Amendment of Articles of Incorporation has been
duly approved by the Board of Directors.
4. The foregoing Amendment of Articles of Incorporation has been
duly approved by the required vote of shareholders in
accordance with the Corporations Code. The total number of
outstanding shares of the corporation is 2,660,000. The number
of shares voting in favor of the Amendment equaled or exceeded
the vote required. The percentage vote required was more than
50%.
We further declare under penalty of perjury under the laws of the State
of Nevada that the matters set forth in this certificate are true and correct of
our own knowledge.
Date: March 28, 2000.
/s/ Franklyn S. Barry
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FRANKLYN S. BARRY, JR., President
/s/ James A. Joyce
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JAMES A. JOYCE, Secretary
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Document Number
20050234786-67
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Filing Date and Time
06/15/2005 8:56 AM
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Entity Number
C3159-1991
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Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
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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:
Aethlon Medical, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
Article V. Common Stock and Voting
The Corporation shall have the authority to issue an aggregate of fifty million
(50,000,000) shares, with a par value of $.001 per share. All shares will be of
the same class, designated 'common' shares, with the same rights. Shares may
only be issued as fully-paid and non-assessable, and may be issued at such
times, upon such terms and conditions and for such consideration as the Board of
Directors shall determine. Each common share shall be entitled to one vote
concerning all matters as to which the Corporation's shareholders shall be
entitled to vote. The Corporation's common stock shall not be subject to
assessment to pay any debts of the Corporation."
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: 10,238,794
4. Effective date of filing (optional):
5. Officer Signature (required): /s/ James A. Joyce
* If any proposed amendment would alter or change any preference 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.
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Document Number
20070165791-08
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Filing Date and Time
03/07/2007 8:04 AM
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Entity Number
C3159-1991
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Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
- -------------------------------------------------------------------
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:
Aethlon Medical, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
Article V. Common Stock and Voting. The Corporation shall have the authority to
issue an aggregate of one hundred million (100,000,000) shares, with a par value
of $.001 per share. All shares will be of the same class, designated 'common'
shares, with the same rights. Shares may only be issued as fully-paid and
non-assessable, and may be issued at such times, upon such terms and conditions
and for such consideration as the Board of Directors shall determine. Each
common share shall be entitled to one vote concerning all matters as to which
the Corporation's shareholders shall be entitled to vote. The Corporation's
common stock shall not be subject to assessment to pay any debts of the
Corporation."
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: 8,628,045
4. Effective date of filing (optional):
5. Officer Signature (required): /s/ [signature]
* If any proposed amendment would alter or change any preference 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.
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Document Number
20090692683-05
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Filing Date and Time
09/21/2009 4:45 PM
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Entity Number
C3159-1991
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Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
- -------------------------------------------------------------------
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:
Aethlon Medical, Inc.
2. The articles have been amended as follows: (provide article numbers, if
available)
"Article V. Common Stock and Voting.
The Corporation shall have the authority to issue an aggregate of two hundred
fifty million (250,000,000) shares, with a par value of $.001 per share. All
shares will be of the same class, designated 'common' shares, with the same
rights. Shares may only be issued as fully paid and non-assessable, and may be
issued at such times, upon such terms and conditions and for such consideration
as the Board of Directors shall determine. Each common share shall be entitled
to one vote concerning all matters as to which the Corporation's stockholders
shall be entitled to vote. The Corporation's common stock shall not be subject
to assessment to pay any debts of the Corporation."
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: 41,840,130
4. Effective date of filing: (optional)
5. Signature: (required) /s/ James A. Joyce
* If any proposed amendment would alter or change any preference 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 to
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.
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