ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MATLOCK COMMUNICATIONS COMPANIES, INC.
WE, THE UNDERSIGNED, pursuant to the Utah Business Corporation Act, hereby
adopt the following Articles of Amendment as a revision of the Articles of
Incorporation of Matlock Communications Companies, Inc.
ARTICLE I
The name of the Corporation is Matlock Communications Companies, Inc.
ARTICLE II
The duration of the Corporation is perpetual.
ARTICLE III
The following amendments to the Articles of Incorporation were approved by
the shareholders:
Article I of the Articles of Incorporation is proposed to be amended so
that it will read in its entirety as follows:
ARTICLE I
NAME
The name of this corporation is Persimmon Corporation.
ARTICLE IV
CAPITALIZATION
The total number of shares of all classes of capital stock which this
Corporation shall have authority to issue is ONE HUNDRED TEN MILLION
(110,000,000@ shares of par value stock; TEN MILLION (10,000,000) shares of
$0.001 (One-Tenth Cent) par value to be preferred shares and ONE HUNDRED MILLION
(100,000,000) shares of $0.015 par value be common shares. All or any part of
the shares of the preferred or common stock
may be issued by the Corporation from time to time and for such consideration as
may be determined and fixed by the Board of Directors, as provided by law, with
due regard to the interest of the existing shareholders; and when such
consideration has been received by the Corporation, such shares shall be deemed
fully paid and non-assessable.
The Board of Directors is authorized, subject to limitations prescribed by
law and the provisions of this Article, to provide for the issuance of the
shares of preferred stock in series, and by filing a certificate pursuant to the
applicable law of the State of Utah, to establish from time to time the number
of shares to be included in each such series, and to fix the designations,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
The authority of the Board with respect to each such series shall include,
but not be limited to, determination of the following:
<PAGE>
(a)The number of shares constituting that series and the distinctive
designation of that series;
(b)The dividend rate, if any, on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares
of that series;
(c)Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
(d)Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors
shall determine;
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(e)Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
(f) Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series,and, if so, theterms and amount of
such sinking fund;
(g)The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation,
and the relative rights of priority, if any, of payment of shares of that
series; and
(h) Any other relative rights, preferences and limitations of that
series. Article XII is proposed to be added to the Articles of
Incorporation, such Article to read in its entirety as follows:
ARTICLE XII
LIMITATION ON DIRECTORS' LIABILITY
A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Corporation or its
stockholders, (ii-) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 16-10-44 of the Utah Business Corporation Act, or (iv)
for any transaction from which the director derived any improper
personal benefit. If the Utah Business Corporation Act is amended
after approval by the stockholders of this Article to authorize
corporate action further eliminating or limiting the personal
liability of directors,
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then the liability of a director of the Corporation shall be
eliminated to the fullest extent permitted by the Utah Business
Corporation Act, as so amended.
<PAGE>
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation existing at the time of
such repeal or modification.
ARTICLE IV
The amendments set forth in Article III were adopted day 16, 1989.
ARTICLE V
The number of shares issued and outstanding and entitled to vote on said
amendments on May 16, 1989 was 13,730,168.
ARTICLE VI
shares voted for the said amendments to Articles 1, IV and Xlll and 0
shares voted against said amendments.
EXECUTED this 16th day of May, 1989 under penalty of perjury.
MATLOCK COMMUNICATIONS COMPANIES, INC.
By:
/S/ Richard H. Nordlund, President
By:
/S/ Gregory Stuart, Secretary
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