EX-3.3 6 a2108492zex-3_3.txt EXHIBIT 3.3 EXHIBIT 3.3 [SEAL] CO#217577 ARTICLES OF INCORPORATION OF 3-GEN DIAGNOSTIC LABORATORIES, INC. WE, THE UNDERSIGNED, natural persons of the age of eighteen (18) years or more, acting as incorporators of a corporation under the Utah Business Corporation Act, adopt the following Articles of Incorporation for such corporation: ARTICLE I CORPORATE NAME The name of this corporation is: 3-GEN DIAGNOSTIC LABORATORIES, INC. ARTICLE II DURATION OF CORPORATION The corporation is to have a perpetual existence. ARTICLE III GENERAL PURPOSES A. To provide medical research and laboratory services. B. To acquire or merge into existing businesses. C. To buy, sell, mortgage, exchange, lease, hold for investment or otherwise operate real and personal property of all kinds and interests therein. D. The enumeration of specific purposes and powers shall not be held to limit or restrict in any manner the purposes and powers of this corporation, and the purposes and powers therein specified shall not be limited or restricted by the terms of the articles or any articles hereof. 1 ARTICLE IV SHARES The aggregate number of shares, which this corporation shall have authority to issue, is 1,000,000 shares, at one dollar ($1.00) par value. All stock of the corporation shall be of the same class, and shall have the same rights and preferences. Fully paid stock of this corporation shall not be liable to any call or assessment. ARTICLE V PREEMPTIVE RIGHTS AND NONCUMULATTVE VOTING Shareholders shall have preemptive rights to acquire unissued shares of the stock of this corporation. At each election of Directors, shareholders entitled to vote at such election shall have no rights to accumulate their votes; rather, each shareholder shall have as many votes as the number of such shareholder's shares. ARTICLE VI COMMENCING BUSINESS This corporation will not commence business until at least $1,000.00 in cash or property has been received by it as consideration of the issuance of its shares. ARTICLE VII REGISTERED OFFICE AND AGENT The address of this corporation's initial registered office and the name of its original registered agent at such address is: FRANK LEO SPANGLER 1317 ROYAL TROON #11 HOLLADAY, UTAH 84124 2 ARTICLE VIII DIRECTORS The number of Directors constituting the initial Board of Directors of this corporation shall be one (1). The name and address of the individual who is to serve as Director until the successor/s is elected and qualified is as follows:
NAME ADDRESS ---- ------- PAUL ANDREW STOCK 130 S. 900 E. # 102, SALT LAKE CITY, UTAH 84102
ARTICLE IX INCORPORATORS The name and address of the incorporators are:
NAME ADDRESS ---- ------- FRANK LEO SPANGLER 1317 ROYAL TROON #11, HOLLADAY, UTAH 84124 PAUL ANDREW STOCK 130 S. 900 E. #102, SALT LAKE CITY, UTAH 84102 PETER DOUGLAS PIXTON 4272 S. MACKAY ST., TAYLORSVILLE, UTAH 84123
ARTICLE X NON-ASSESSABILITY Shares of this corporation shall not be subject to assessment for payment of debts of the corporation.. ARTICLE XI EXEMPTION FROM CORPORATE DEBT The private property of the shareholders shall not be subject to the payment of any corporate debts to any extent whatsoever. 3 ARTICLE XII DIRECTOR'S CONTRACTS Before assuming the office of Director or other officer of this corporation, each person assuming such office shall disclose any pecuniary interest he or she has with any other business or corporation. Also, while holding such office, disclosures shall be made of any new and pending contracts with any business or corporation such person has. DATED this 28th day of January, 1999. REGISTERED AGENT INCORPORATORS /s/ Frank Leo Spangler /s/ Frank Leo Spangler ------------------------ ------------------------- FRANK LEO SPANGLER FRANK LEO SPANGLER /s/ Paul Andrew Stock ----------------------- PAUL ANDREW STOCK /s/ Peter D. Pixton ----------------------- PETER DOUGLAS PIXTON 4 60 217572 1439331 ARTICLES OF AMENDMENT OF 3-GEN DIAGNOSTIC LABORATORIES, INC. ARTICLE IV SHARES The aggregate number of shares, which this corporation shall have authority to issue, is 10,000,000 shares, at one dollar ($1.00) par value. All stock of the corporation shall be of the same class, and shall have the same rights and preferences. Fully paid stock of this corporation shall not be liable to any call or assessment. All previously issued shares have been returned and a new initial offering will be held after this Article of Amendment is adopted and finalized. This amendment is adopted by the Board of Directors and share holder approval is not required as all shares issued have been returned to the corporation to be reissued after the filing of this amendment. DATED this 21 day of March, 2000. Board of Directors [SEAL] /s/ Frank Leo Spangler ------------------------- Frank Leo Spangler President /s/ Sam Ray Page ----------------------- Sam Ray Page Vice President /s/ C. Lars Mouritsen ----------------------- C. Lars Mouritsen Secretary/Treasurer [SEAL]