**Exhibit3.1**

 

**AMENDED AND RESTATED**

**ARTICLES OF INCORPORATION**

**OF**

**CORGENIX MEDICAL CORPORATION**

 

FIRST.  The name of the Corporation isCORGENIX MEDICAL CORPORATION.

 

SECOND.  Its registered office in theState of Nevada is located at 1000 East William Street, Suite 204, Carson City,Nevada 89701, that this Corporation may maintain an office, or offices, in suchother place within or without the State of Nevada as may be from time to timedesignated by the Board of Directors, or by the By-Laws of said Corporation,and that this Corporation may conduct all Corporation business of every kindand nature, including the holdings of all meetings of Directors andStockholders, outside the State of Nevada as well as within the State ofNevada.

 

THIRD.  The objects for which thisCorporation is formed are: to engage in any lawful activity, including, but notlimited to the following:

 

(A)                              Shall have such rights, privileges and powers as may be conferred uponcorporations by any existing law.

 

(B)                                May at any time exercise such rights, privileges and powers, when notinconsistent with the purposes and objects for which this Corporation isorganized.

 

(C)                                Shall have power to have succession by its corporate name for the periodlimited in its certificate or Articles of Incorporation, and when no period islimited, perpetually, or until dissolved and its affairs wound up according tolaw.

 

(D)                               Shall have power to sue and be sued in any court of law or equity.

 

(E)                                 Shall have power to make contracts.

 

(F)                                 Shall have power to hold, purchase and convey real and personal estateand 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 thesame by devise or bequest in the State of Nevada, or in any other state,territory or country.

 

(G)                                Shall have power to appoint such officers and agents as the affairs ofthe Corporation shall require, and to allow them suitable compensation.

 

(H)                               Shall have power to make By-Laws not inconsistent with the constitutionor laws of the United States, or of the State of Nevada, for the management,regulation and government of its affairs and property, the transfer of itsstock, the transaction of its business, and the calling and holding of meetingsof its Stockholders.

 

(I)                                    Shall have power to wind up and dissolve itself, or be would up ordissolved.

 

(J)                                   Shall have power to adopt and use a common seal or stamp, and alter thesame at pleasure. The use of a seal or stamp by the Corporation on anycorporate document is not

 

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necessary. TheCorporation may use a seal or stamp, if it desires, but such use or non-useshall not in any way affect the legality of the document.

 

(K)                               Shall have power to borrow money and contract debts when necessary forthe 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 otherobligations and evidences of indebtedness, payable at a specified time ortimes, or payable upon the happening of a specified event or events, whethersecured by mortgage, pledge or otherwise, or unsecured, for money borrowed, orin payment for property purchased, or acquired, or for any other lawful object.

 

(L)                                 Shall have power to guarantee, purchase, hold, sell, assign, transfer,mortgage, pledge or otherwise dispose of the shares of the capital stock of, orany bonds, securities or evidences of the indebtedness created by, any othercorporation or corporations of the State of Nevada, or any other state orgovernment, and, while owners of such stock, bonds, securities or evidences ofindebtedness, to exercise all the rights, powers and privileges of ownership,including the right to vote, if any.

 

(M)                            Shall have power to purchase, hold, sell and transfer shares of its owncapital stock, and use therefor its capital, capital surplus, surplus, or otherproperty or fund.

 

(N)                               Shall have power to conduct business, have one or more offices, and hold,purchase, mortgage and convey real and personal property in the State ofNevada, and in any of the several states, territories, possessions anddependencies of the United States, the District of Columbia, and any foreigncountries.

 

(O)                               Shall have power to do all and everything necessary and proper for theaccomplishment of the objects enumerated in its certificate or Articles ofIncorporation, or any amendment thereof, or necessary or incidental to theprotection and benefit of the Corporation, and, in general, to carry on anylawful business necessary or incidental to the attainment of the objects of theCorporation, whether or not such business is similar in nature to the objectsset forth in the certificate or Articles of Incorporation of the Corporation,or any amendment thereof.

 

(P)                                 Shall have power to make donations for the public welfare or forcharitable, scientific or educational purposes.

 

(Q)                               Shall have power to enter into partnerships, general or limited, orjoint ventures, in connection with any lawful activities.

 

FOURTH.  The total number of shares ofall classes of capital stock which the Corporation shall have the authority toissue is Two Hundred Five Million (205,000,000) shares divided intotwo (2) classes, of which Two Hundred Million (200,000,000) shares, parvalue $0.001 per share, shall be designated Common Stock, and Five Million(5,000,000) shares, par value $0.001 per share, shall be designated PreferredStock. The Board of Directors is expressly vested with the authority to issuethe Common Stock and the Preferred Stock from time to time, in one or moreclasses and in one or more series of any such class, subject to the followingprovisions:

 

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(A)                              All Classes of Capital Stock.  The following provisions shall apply to allclasses of the Corporation’s capital stock:

 

(1)                                  Acquisition, Redemption and Other Disposition.  The Corporation shall have thepower to acquire (by purchase, redemption, or otherwise), hold, own, pledge,sell, transfer, assign, reissue, cancel, or otherwise dispose of the shares ofthe Corporation in the manner and to the extent now or hereafter permitted bythe laws of the State of Nevada (but such power shall not imply an obligationon the part of the owner or holder of any share to sell or otherwise transfersuch share to the Corporation), including the power to purchase, redeem, orotherwise acquire the it’s own shares, directly or indirectly, and without prorata treatment of the owners or holders of any class or series of shares,unless, after giving effect thereto, the Corporation would not be able to payits debts as they become due in the usual course of business or the Corporation’stotal assets would be less than its total liabilities (and without regard toany amounts that would be needed, if the Corporation were to be dissolved atthe time of the purchase, redemption, or other acquisition, to satisfy thepreferential rights upon dissolution of stockholders whose preferential rightsare superior to those of the holders of the shares of the Corporation beingpurchased, redeemed, or otherwise acquired, unless otherwise expressly providedwith respect to a series of Preferred Stock). Shares of the Corporation purchased, redeemed, or otherwise acquired by itshall constitute authorized but unissued shares, unless prior to any suchpurchase, redemption, or other acquisition, or within thirty (30) daysthereafter, the Board of Directors adopts a resolution providing that suchshares constitute authorized and issued but not outstanding shares;

 

(2)                                  Reissuance.  Preferred Stock of any series that has beenredeemed (whether through the operation of a retirement or sinking fund orotherwise) or purchased by the Corporation, or which, if convertible, have beenconverted into shares of the Corporation of any other class or series, may bereissued as a part of such series or of any other series of Preferred Stock,subject to such limitations (if any) as may be fixed by the Board of Directorswith respect to such series of Preferred Stock in accordance with theprovisions of Article FOURTH Subsection C, of these Articles of Incorporation;and

 

(3)                                  Disposition, Issuance and Sale.  The Board of Directors of the Corporation maydispose of, issue, and sell shares in accordance with, and in such amounts asmay be permitted by, the laws of the State of Nevada and the provisions ofthese Articles of Incorporation and for such consideration, at such price orprices, at such time or times and upon such terms and conditions (including theprivilege of selectively repurchasing the same) as the Board of Directors shalldetermine, without the authorization or approval by any stockholders of theCorporation.  Shares may be disposed of,issued, and sold to such persons, firms, or corporations as the Board ofDirectors may determine, without any preemptive or other right on the part ofthe owners or holders of other shares of the Corporation of any class or kindto acquire such shares by reason of their ownership of such other shares.

 

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(B)                                The following provisions shall apply to the Common Stock:

 

(1)                                  Voting Rights.  Except as otherwise provided by the GeneralCorporation Law of Nevada and subject to such stockholder disclosure andrecognition procedures (which may include voting prohibition sanctions) as theCorporation may by action of its Board of Directors establish, shares of CommonStock shall have unlimited voting rights and each outstanding share of CommonStock shall, when validly issued by the Corporation, entitle the record holderthereof to one vote at a stockholders’ meetings on all matters submitted to avote of the stockholders of the Corporation;

 

(2)                                  Dividends and Distributions.  Shares of Common Stock shall be equal in everyrespect insofar as their relationship to the Corporation is concerned, but suchequality of rights shall not imply equality of treatment as to redemption orother acquisition of shares by the Corporation. Subject to the rights of the holders of any outstanding series ofPreferred Stock, the holders of Common Stock shall be entitled to share ratablyin such dividends or other distributions (other than purchases, redemptions, orother acquisitions of shares by the Corporation), if any, as are declared and paidfrom time to time on the Common Stock at the discretion of the Board ofDirectors; and

 

(3)                                  Liquidation, Dissolution or Winding Up.  In the event of any liquidation, dissolution,or winding up of the Corporation, either voluntary or involuntary, afterpayment shall have been made to the holders of any outstanding series ofPreferred Stock of the full amount to which they shall be entitled, the holdersof Common Stock shall be entitled, to the exclusion of the holders of PreferredStock of any and all series, to share, ratably according to the number ofshares of Common Stock held by them, in all remaining assets of the Corporationavailable for distribution to its stockholders.

 

(C)                                Preferred Stock.  The following provisions shall apply to thePreferred Stock:

 

(1)                                  Issuance.  The Board of Directors is hereby expresslyauthorized to provide, out of the unissued shares of Preferred Stock, for oneor more series of Preferred Stock. Before any shares of any such series are issued, the Board of Directorsshall fix, and hereby is expressly empowered to fix, by adopting and filing inaccordance with the General Corporation Law of Nevada, a Certificate ofDesignation, after adopting a resolution or resolutions providing for the issueof such Preferred Stock, and in such resolution or resolutions providing forthe issue of shares of each such class and of each particular series of anysuch class.  The Board of Directors isalso expressly vested with authority to fix the number of shares constitutingany such series of any such class and to fix the terms of such Preferred Stockor series of Preferred Stock, including without limitation the following:

 

(i)                                     the designation of such series, the number of shares to constitute suchseries and the stated value thereof if different from the par value thereof;

 

(ii)                                  whether the shares of such series shall have voting rights, and, if so,the terms of such voting rights, which may be general or limited, may include 

 

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multiple votes pershare and may include the right, under specified circumstances, to electadditional directors;

 

(iii)                               the dividends, if any, payable on such series, whether any suchdividends shall be cumulative, and, if so, from what dates, the conditions anddates upon which such dividends shall be payable, the preference or relationwhich such dividends shall bear to the dividends payable on any shares of stockof any other class or any other series of Preferred Stock;

 

(iv)                              whether the shares of such series shall be subject to redemption by theCorporation and, if so, the times, prices and other conditions of suchredemption;

 

(v)                                 the amount or amounts payable upon shares of such series upon, and therights of the holders of such series in, the voluntary or involuntaryliquidation, dissolution or winding up, or upon any distribution of the assets,of the Corporation;

 

(vi)                              whether the shares of such series shall be subject to the operation of aretirement or sinking fund and, if so, the extent to and manner in which anysuch retirement or sinking fund shall be applied to the purchase or redemptionof the shares of such series for retirement or other corporate purposes and theterms and provisions relative to the operation thereof;

 

(vii)                           whether the shares of such series shall be convertible into, orexchangeable for, shares or stock of any other class or any other series ofPreferred Stock or any other securities (whether or not issued by theCorporation) and, if so, the price or prices or the rate or rates of conversionor exchange and the method, if any, of adjusting the same, and any other termsand conditions of conversion or exchange;

 

(viii)                        the limitations and restrictions, if any, to be effective while anyshares of such series are outstanding upon the payment of dividends or themaking of other distributions on, and upon the purchase, redemption or otheracquisition by the Corporation of, the Common Stock or shares of stock of anyother class or any other series of Preferred Stock;

 

(ix)                                the conditions or restrictions, if any, upon the creation ofindebtedness of the Corporation or upon the issue of any additional stock,including additional shares of such series or of any other series of PreferredStock or of any other class of stock; and

 

(x)                                   any other powers, preferences and relative, participating, optional andother special rights, and any qualifications, limitations and restrictionsthereof.

 

Except to the extent otherwise expressly providedin these Articles of Incorporation or required by law (i) no share of PreferredStock shall have any voting rights other than those which shall 

 

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be fixed by the Board of Directors pursuant to thisArticle FOURTH and (ii) no share of Common Stock shall have any voting rightswith respect to any amendment to the terms of any series of Preferred Stock,provided however, that in the case of this clause (ii) the terms of such seriesof Preferred Stock, as so amended, could have been established without any voteof any shares of Common Stock.

 

FIFTH.  The governing board of thisCorporation shall be known as Directors, and the number of Directors may fromtime to time be increased or decreased in such a manner as shall be provided bythe By-Laws of this Corporation, providing that the number of Directors shallnot be reduced to fewer than one (1).

 

Thename and post office address of the current Board of Directors shall be seven(7) in number and listed as follows:

 
| **NAME**                 | ** ** | **POST OFFICE AND ADDRESS**           |
|--------------------------|------------|------------------------------------------------------|
| ** **               | ** ** | ** **                                           |
| Luis R. Lopez       |       | 11575  Main Street, Number 400  Broomfield, CO 80020 |
|                     |       |                                                 |
| Douglass T. Simpson |       | 11575  Main Street, Number 400  Broomfield, CO 80020 |
|                     |       |                                                 |
| Dennis Walczewski        |       | 11575  Main Street, Number 400  Broomfield, CO 80020 |
|                     |       |                                                 |
| Robert Tutag             |       | 11575  Main Street, Number 400  Broomfield, CO 80020 |
|                     |       |                                                 |
| Larry G. Rau             |       | 11575  Main Street, Number 400  Broomfield, CO 80020 |
|                     |       |                                                 |
| C. David Kikumoto        |       | 11575  Main Street, Number 400  Broomfield, CO 80020 |
|                     |       |                                                 |
| Stephen P. Gouze         |       | 11575  Main Street, Number 400  Broomfield, CO 80020 |

 

SIXTH.  The capital stock, after theamount of the subscription price, or par value, has been paid in, shall not besubject to assessment to pay the debts of the Corporation.

 

SEVENTH.  [Intentionally deleted]

 

EIGHTH.  The resident agent for thisCorporation shall be: National Registered Agents, Inc. of NV. The address ofsaid agent, and, the registered or statutory address of this Corporation in theState of Nevada, shall be: 1000 East William Street, Suite 204, Carson City,Nevada 89701.

 

NINTH.  The Corporation is to haveperpetual existence.

 

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TENTH.  In furtherance and not inlimitation of the powers conferred by statute, the Board of Directors isexpressly authorized:

 

Subjectto the By-Laws, if any, adopted by the Stockholders, to make, alter or amendthe By-Laws of the Corporation.

 

Tofix the amount to be reserved as working capital over and above its capitalstock paid in; to authorize and cause to be executed, mortgages and liens uponthe real and personal property of this Corporation.

 

Byresolution passed by a majority of the whole Board, to designate one (1) ormore committees, each committee to consist of one or more of the Directors ofthe Corporation, which, to the extent provided in the resolution, or in theBy-Laws of the Corporation, shall have and may exercise the powers of the Boardof 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 statedin the By-Laws of the Corporation, or as may be determined from time to time byresolution adopted by the Board of Directors.

 

Whenand as authorized by the affirmative vote of the Stockholders holding stockentitling them to exercise at least a majority of the voting power given at aStockholder’s meeting called for that purpose, or when authorized by thewritten consent of the holders of at least a majority of the voting stockissued and outstanding, the Board of Directors shall have power and authorityat any meeting to sell, lease or exchange all of the property and assets of theCorporation, including its good will and its corporate franchises, upon suchterms and conditions as its Board of Directors deems expedient and for the bestinterests of the Corporation.

 

Theterms and conditions of any right, options and warrants approved by the Boardof Directors may provide that any or all of such terms and conditions may bewaived or amended only with the consent of the holders of a designatedpercentage of a designated class or classes of capital stock of the Company (ora designated group or groups of holders within such class or classes, includingbut not limited to disinterested holders), and the applicable terms andconditions of any such rights, options or warrants so conditioned may not bewaived or amended absent such consent.

 

ELEVENTH.  No stockholder shall be entitledas a matter of right to subscribe for or receive additional shares of any classof stock of the Corporation, whether now or hereafter authorized, or any bonds,debentures or securities convertible into stock, but such additional shares ofstock or other securities convertible into stock may be issued or disposed ofby the Board of Directors to such persons and on such terms as in itsdiscretion it shall deem advisable.

 

TWELFTH.  No Director or officer of theCorporation shall be personally liable to the Corporation or any of itsStockholders for damages for breach of fiduciary duty as a Director or officerinvolving any act or omission of any such Director or officer; provided,however, that the foregoing provision shall not eliminate or limit theliability of a Director or officer (i) for acts or omissions which involveintentional misconduct, fraud or a knowing violation of law, or (ii) thepayment of dividends in violation of Section 78.300 of the Nevada RevisedStatutes. Any repeal or modification of this Article by the Stockholders of theCorporation shall be prospective only, 

 

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and shall not adverselyaffect any limitation on the personal liability of a Director or officer of theCorporation for acts or omissions prior to such repeal or modification.

 

THIRTEENTH.  This Corporation reserves theright to amend, alter, change or repeal any provision in the Articles ofIncorporation, in the manner now or hereafter prescribed by statute, or by theArticles of Incorporation, and all rights conferred upon Stockholders hereinare granted subject to this reservation.

 

FOURTEENTH:  These Amended and Restated Articles of theCorporation were adopted by the affirmative vote of a majority of thestockholders at an annual meeting of the stockholders of the Corporation heldMay 20, 2008.

 

IN WITNESS WHEREOF, the undersigned has executedthese Articles this 19th day of June, 2008.

 

 
|   |                                          |
|--------|------------------------------------------|
|   | Douglass T.  Simpson, President and |
|   | Chief Executive Officer                  |

 

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