ARTICLES OF INCORPORATION
OF
FORWARD ELECTRONICS CORPORATION
The undersigned individuals, age 21 or older, as incorporators under the
Utah Business Corporation Act, adopt the following Articles of Incorporation.
ARTICLE I: CORPORATE NAME
The name of the corporation; is: FORWARD ELECTRONICS CORPORATION
ARTICLE II: DURATION
The duration of the corporation is perpetual.
ARTICLE III: PURPOSES
The purposes for which the corporation is organized are:
A. To engage in all aspects of designing, manufacturing, marketing, and in
all other mariners dealing in and with electric, electronic and related items of
all kinds and natures, and to acquire., develop,, hold, manage and dispose of
and to deal in and with all types of personal and real property necessary or
incidental to or desirable for such purposes; and to engage in all other lawful
businesses and purposes; and
B. To acquire by contract, purchase, exchange or otherwise and to own,
manage, assign,, transfer,, exchange and otherwise dispose of or deal in or with
its own securities and other securities, obligations, assets and instruments of
all kinds issued by other associations, firms,, corporations or entities of all
kinds wherever situate; to make payment therefor in any lawful manner, including
exchanging its own securities and assets therefor and to exercise as owner or
holder any such properties listed herein all rights and privileges with respect
thereto; and
C. To do each and every thing necessary, conducive, suitable and/or
desirable to accomplish any of the purposes or to protect the interests of the
corporation as fully and to the same extent as natural persons might or could do
in any part of the world as principals, agents, partners, trustees or otherwise,
alone or in conjunction with any other person, firm, association or corporation.
D. The foregoing enumerated items shall be construed as both as independent
purposes and powers and shall not be held to limit in any manner the powers of
the corporation and exercise and enjoyment thereof as conferred by Utah law.
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ARTICLE IV: CAPITAL STOCK
The aggregate number of shares which the corporation may issue is
50,000,000 shares of common stock, $.OO1 par value. Fully paid stock shall not
be subject to further call or assessment. The Board of Directors may, by
majority vote and without shareholder approval, amend this Article IV to
authorize and issue preferred stock and fix relative rights and preferences
thereof. Otherwise, This Article IV may not be amended without the affirmative
vote of at least two-thirds of the shares entitled to vote on such amendment.
The Board may establish series and fix and determine relative rights and
preferences.
ARTICLE V: CAPITAL
The corporation shall not commence business until consideration in money or
property of at least $1,000 has been received in return for capital stock.
ARTICLE VI: PREEMPTIVE AND CUMULATIVE VOTING RIGHTS
Shareholders shall not have preemptive rights. No shareholder shall have
right to accumulate votes at any meeting of shareholders.
ARTICLE VII: INITIAL OFFICE AND AGENT
The name and address of the initial agent are Mark V. Pay
1680 East 787 South, Pleasant Grove, Utah 84062
ARTICLE VIII: DIRECTORS
There shall be three directors on the initial Board of Directors who shall
serve until their successors qualify. Their names and addresses are:
NAME(S) ADDRESS(ES)
Mark V. Pay 680 E. 787 So. Pleasant Grove, UT 84062
Kent Gilson 895 N. 200 W. Pleasant Grove, UT 84062
James D. Lawrence, Jr. 631 W. 1975 N. Provo, UT 84601
The Directors shall have authority to do any act on behalf of the
Corporation by law in each instance where the Business Corporation Act provides
that Directors may act, without enumerating such authority in these Articles.
Furthermore the Directors are hereby empowered to mortgage or pledge any or all
assets of the Corporation without shareholder approval.
ARTICLE X: INCORPORATORS
The name and address of each incorporator are:
James D. Lawrence, Jr., 631 West 1975 North, Provo, Utah 84601
Paul V. Pay, 1680 East 787 South, Pleasant Grove, Utah 84062
Dorothy Pay, same address
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ARTICLE XI: TRANSACTIONS BY INTERESTED PARTIES
No transaction by a shareholder, director, officer or other employee of the
corporation shall be voidable by reason of such director or officer being an
interested party or an employee, director or shareholder of any other
association, firm, corporation or partnership if: (a) the fact of such interest
or relationship is disclosed or known to the Board of Directors or committee
thereof which ratifies or approves any such transaction, or (b) the fact of such
interest or relationship is disclosed to or known to the shareholders entitled
to and who authorize any such transaction by written consent or vote at a
meeting or shareholders, or (c) the transaction is, in the judgement of the
Board of Directors, fair and reasonable to the corporation.
Common or interested Directors or shareholders may be counted in
determining the presence of a quorum at any meeting of the Board of Directors or
committee thereof or meeting of shareholders.
ARTICLE XII: AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote of a
majority of the shares entitled to vote on each such amendment, except as noted
in Article IV.
Under penalty of perjury, we declare that these Articles of Incorporation
have been examined by us and are, to the best of our knowledge and belief, true,
correct and complete.
ARTICLE XIII: SHAREHOLDER MEETINGS
One-third (33 1/3%) of shares outstanding entitled to vote a shareholder
meetings shall be necessary to constitute a quorum at shareholder meetings. Such
shares may be represented by proxy or personally. The act of a majority of such
a quorum shall be the act of the shareholders at any annual or special
shareholder meeting unless otherwise required by law or these Articles.
Dated this 30th of November 1983.
/S/ JAMES LAWRENCE
/S/ PAUL V. PAY
/S/ DOROTHY L. PAY
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