--------------------------------------------------------------------------------
STEMCELL GLOBAL RESEARCH, INC.
A Nevada Corporation
--------------------------------------------------------------------------------
Exhibit 3 (a)
Articles of Incorporation of the Company
Filed January 20, 1999
ARTICLES OF INCORPORATION
OF
Stemcell Global Research, Inc.
1. Name of Company:
Stemcell Global Research, Inc.
2. Resident Agent:
The resident agent of the Company is: Nevada Internet Corporation Enterprises
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ 891
3. Board of Directors:
The Company shall initially have one director (1) who is ▇▇▇▇▇▇▇ ▇.
▇▇▇▇; ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇. ▇▇▇; Las Vegas, Nev 89102. This individual
shall serve as director until their successor or successors have been elected
and qualified. The number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the corporation shall have
authority to issue shall consist of 20,000,000 shares of Common Stock having a
$.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par
value. The Common and/or Preferred Stock of the Company may be issued from time
to time without prior approval by the stockholders. The Common and/or Preferred
Stock may be issued for such consideration as may be fixed from time to time by
the Board of Directors. The Boar of Directors may issue such share of Common
and/or Preferred Stock in one or more series, with such voting powers,
designations, preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the corporation shall not
have any preference, preemptive right or right of subscription to acquire shares
of the corporation authorized, issued, or sold, or to be authorized, issued or
sold, or to any obligations or shares authorized or issued or to be authorized
or issued, and convertible into shares of the corporation, nor to any right of
subscription thereto, other than to the extent, if any, the Board of Directors
in its sole discretion may determine from time to time.
The Common Stock of the Corporation, after the amount of the
subscription price has been fully paid in, in money, property or services, as
the directors shall determine, shall not be subject to assessment to pays the
debts of the corporation, nor for any other purpose, and no Common Stock issued
as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended to provide for such assessment.
incorporation Continued
6. Directors' and Officers' Liability
A director or officer of the corporation shall not be personally liable
to this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of the law or (ii) the
unlawful payment of dividends. Any repeal or modification of this Article by
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.
7. Indemnity
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any such action, suit or proceeding, whether civil,
criminal, administrative or investigative, by the reason of the fact that he or
she, or a person with whom he or she is a legal representative, is or was a
director of the corporation, or who is serving at the request of the corporation
as a director or officer of another corporation, or is a representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgements, fines, and amounts paid or to be paid in
a settlement) reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a contract right which may be
enforced in any manner desired by such person. The expenses of officers and
directors incurred in defending a civil suit or proceeding must be paid by the
corporation as incurred and in advance of the final disposition of the action,
suit, or proceeding, under receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. Such right of indemnification shall not be exclusive of any
other right of such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Without limiting the application of the foregoing, the Board of
Directors may adopt ByLaws from time to time without respect to indemnification,
to provide at all times the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the corporation to purchase or maintain insurance
on behalf of any person who is or was a director or officer
8. Amendments
Subject at all times to the express provisions of Section 5 on the
Assessment of Shares, this corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of Incorporation or
its By-Laws, in the manner now or hereafter prescribed by statute or the
Articles of Incorporation or said By-Laws, and all rights conferred upon
shareholders are granted subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those powers conferred by
statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any, adopted by the shareholders, to
make, alter or repeal the By-Laws of the corporation;
2
Incorporation Continued
(b) To authorize and caused to be executed mortgages and liens, with or
without limitations as to amount, upon the real and personal property of the
corporation;
(c) To authorize the guaranty by the corporation of the securities,
evidences of indebtedness and obligations of other persons, corporations or
business entities;
(d) To set apart out of any funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve;
(e) By resolution adopted by the majority of the whole board, to
designate one or more committees to consist of one or more directors of the of
the corporation, which, to the extent provided on 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 affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have name and names as may be
stated in the By-Laws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall be exercised by the
Board of Directors except as otherwise herein or in the By-Laws or by law.
IN WITNESS WHEREOF I hereunder set my hand this Monday, January 18,
1999, hereby declaring and certifying that the facts stated hereinabove are
true.
Signature of Incorporator
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Signature /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
----------------------------------------
State of Nevada)
County of ▇▇▇▇▇)
This instrument was acknowledged before me on NOTARY PUBLIC
January 18,1999, by ▇▇▇▇▇▇ ▇. ▇▇▇▇. STATE OF NEVADA
County of ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
No: ▇▇-▇▇▇▇-▇
My Appointment Expires Jan. 14, 2002
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent: I, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇, as a principal of Nevada Internet Corporation Enterprises ("NICE") hereby
accept appointment of NICE as the resident agent for the above referenced
company.
Signature: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇
-----------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇
3