American Academy of Micropigmentation

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of

ARTICLES OF INCORPORATION

INTERNATIONAL MICROPIGMENTATION ASSOCIATION

the original of which was filed in this office on the 31st day of July, 2003.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 31 st day of July, 2003

J_J_

Secretary of State

Document Id: C20032050015 2

SOSID: 685238 Date Filed: 7/31/200311:06:00 AM Elaine F. Marshall North Carolina Secretary of State C200320500152

.ARTICLES OF INCORPORATION OF

INTERNATIONAL MICROPIGMENTATION ASSOCIATION

Pursuant to Section 55A-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a nonprofit corporation under the laws of the State of North Carolina.

1. The name of the corporation is: International Micropigmentation Association.

2. The corporation will have members with such designations, rights, powers, and

privileges as provided in the Bylaws.

3. The street address and county of the initial registered office of the corporation in the State of North Carolina is 2709 Medical Office Place, Goldsboro, Wayne County, North Carolina, 27534.

4. The mailing address of the initial registered office of the corporation is 2709 Medical Office Place, Goldsboro, NC 27534.

5. The name of the initial registered agent at such address is Charles S. Zwerling.

6. Upon dissolution of the corporation, the assets thereof shall, after al1liabilities and obligations of the corporation have been paid or adequate provision made therefore, be distributed to the American Academy of Micropigmentation, or if the American Academy of Micropigmentation is not in existence, any organization or organizations described in Section 501(c)(3) of the Internal Revenue Code, in the discretion of the Board of Directors.

7. The purposes for which the corporation is organized is to provide a means for certification and instruction in the practice of micropigmentation.

8. The number of directors constituting the initial board of directors shall be three, and the names and addresses of those persons who are to serve as initial directors are:

Charles S. Zwerling Linda Dixon Richard Schramm

2709 Medical Office Place, Goldsboro, NC 27534

43 Onewa Street #213, Kailua, Hawaii 96734

4400 N. Federal Hwy., Suite 210, Boca Raton, FL 33431

9. To the fullest extent permitted by the North Carolina Nonprofit Corporation Act as it exists, or may hereafter be amended, no person who is serving or who has served as a director of the corporation shall be personally liable for monetary damages for breach of any duty as a director. No amendment or repeal of this article, nor adoption of any other amendment to these Articles of Incorporation in consistent with this article, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal, or adoption.

10. The street address and county of the principal office of the corporation is: 2709 Medical Office Place, Goldsboro, NC 27534 (Wayne County)

11. The name and address of the incorporator is:

Charles A. Zwerling

2709 Medical Office Place, Goldsboro, NC 27534

12. These Articles will be effective upon filing.

This the 23rd

day of July, 2003.

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CONSENT OF DIRECTORS OF INTERNATIONAL MICROPIGMENTATION ASSOCIATION TO ACTION WITHOUT MEETING

-------------------------------

FIRST AND ORGANIZATIONAL MEETING

We, the undersigned, being all the initial directors of the corporation do hereby adopt the following resolutions by signing our written consent thereto:

Adoption of Bylaws

RESOLVED, that the bylaws that have been inserted into the minute book of the corporation immediately preceding this Consent be, and hereby are, adopted as the bylaws of the corporation.

Number of Directors

RESOLVED, that in accordance with the Articles of Incorporation and Bylaws of this corporation, the number of Directors be limited to three (3) and that the Directors named in the Articles of Incorporation and now serving continue to serve as Directors until the annual meeting of members or until their successors are duly elected.

Appointment of Officers

RESOLVED, that the following persons be, and hereby are, appointed as officers of the corporation:

Charles S. Zwerling -- President Linda Dixon -- Vice-President Linda Dixon -- Secretary Richard Schramm-- Treasurer

Each officer is appointed to serve as such until a successor shall have been duly appointed.

This action is effective August 1, 2003.

Charles S. Zwerling, Director

Linda Dixon, Director

Richard Schramm, Director

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INTERNATIONAL MICROPIGMENTATION ASSOCIATION ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the corporation shall be located at 2709 Medical Office Place, Goldsboro, North Carolina 27534.

Section 2. Registered Office. The registered office of the corporation required by law to be maintained in the State of North Carolina, may be, but need not be identical with the principal office.

Section 3. Other Offices. The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may designate or as the affairs of the corporation may require.

ARTICLE II MEETINGS OF MEMBERS

Section 1. Place of Meetings. All meetings of members shall be held at the principal office of the corporation or at such other place within or without the State of North Carolina as shall be designated in the notice of the meeting or agreed upon by the majority of the shareholders entitled to vote at the meeting.

Section 2. Annual Meetings. The annual meeting of members shall be held at such time and place as determined by the Board of Directors.

Section 3. Special Meetings. Special meetings of the members may be called at any time by (i) the President, (ii) a majority of the Board of Directors, or (iii) by written request of not less than 10% of all the members.

Section 4. Notice of Meetings. Written notice stating the date, time, and place of the meeting shall be given not less than ten nor more than thirty days before the date of any meeting, either by personal delivery, facsimile transmission, mail, or private carrier.

In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the purpose or purposes for which the meeting is called unless such a description is required by the provisions of the North Carolina Non-Profit Corporation Act.

Section 2. Number, Term, and Qualifications. The number of directors of the corporation shall be three. Each director shall hold office until the director's death, resignation, retirement, removal, disqualification, or until a successor is elected.

Section 3. Election of Directors. The directors shall be elected at the annual meeting. Those persons who receive the highest number of votes of members shall be deemed to be elected. Each member shall be entitled to vote for up to three persons, but may not vote for one person more than once.

Section 4. Vacancies. A vacancy occurring in the Board of Directors may be filled by the remaining members of the Board of Elections until the next annual meeting or special meeting called for that purpose.

Section 6. Compensation. The Board of Directors will not be compensated except for reimbursement of any or all travel expenses incurred by directors in connection with attending meetings of the Association.

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly at such time and places established by the President under the guidance and direction of the Board of Directors.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by a majority of directors.

Section 3. Notice of Meetings. Regular meetings of the Board of Directors may be held on ten days notice. The person or persons calling a special meeting of the Board of

Directors shall, at least five days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 4. Quorum. A majority of the directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5. Manner of Acting. Except as otherwise provided in this section, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

The vote of a majority of the directors then holding office shall be required to adopt, amend, or repeal a bylaw.

Section 6. Action Without Meeting. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records.

Section 1. Officers of the Corporation. The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and such Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other officers of the corporation as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where the action of two or more officers is required.

Section 2. Appointment and Term. The officers of the corporation shall be appointed by the Board of Directors or by a duly appointed officer authorized by the Board of Directors to appoint one or more officers or assistant officers. Officers shall be elected annually by the Board of Directors.

Section 3. Compensation. All officers serve without compensation, unless compensation is approved by a majority of the members. The appointment of an officer does not itself create contract rights.

Section 4. Removal. Any officer may be removed by the Board of Directors at any time with or without cause.

Section 5. Resignation. An officer may resign at any time by communicating his resignation to the corporation, orally or in writing. A resignation is effective when communicated unless it specifies in writing a later effective date. If a resignation is made effective at a later date that is accepted by the corporation, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.

Section 6. President. The President shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall supervise, and control the management of the corporation in accordance with these bylaws. The President shall, when present, preside at all meetings' of shareholders. The President shall sign, with any other proper officer certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent. In general, the President shall perform all duties incident to the office of President, and such other duties as may be prescribed by the Board of Directors from time to time.

Section 7. Vice-President. The Vice-President shall, in the absence, death, or disability of the President, perform the duties and exercise the powers of that office, and such other duties as the Board of Directors shall prescribe.

Section 8. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of members and directors. The Secretary shall give all notices required by law and by these bylaws. The Secretary shall have general charge of the corporation books and records and of the corporate seal, and shall affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall maintain a list of members and their addresses. The Secretary shall sign such instruments as may require such signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors.

Section 9. Assistant Secretary. The Assistant Secretary shall perform such duties as shall be assigned by the Secretary, the President or the Board of Directors. In the absence or disability of the Secretary, the Assistant Secretary shall perform the duties of the Secretary. When so acting, the Assistant Secretary shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 10. Treasurer. The Treasurer shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose, and shall cause a true statement of its assets and liabilities as of the close of each fiscal year.

Section 11. Bonds. The Board of Directors may by resolution require any or all officers, agents, and employees of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority shall be confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts, or other orders for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors shall select.

Section 1. Seal. The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed SEAL. Such seal, as impressed or affixed on the margin hereof, is hereby adopted as the corporate seal of the corporation.

Section 2. Amendments. Except as otherwise provided by law, by the articles of incorporation, or by these bylaws, these bylaws may be amended or repealed and new bylaws may be adopted at any regular or special meeting of the Board of Directors by the affirmative vote of a majority of the directors then holding office.