EXHIBIT 3(i)(1)
CERTIFICATE
OF
RESTATED ARTICLES OF INCORPORATION
OF
DIGITAL BRIDGE, INC.
We, the undersigned, being the duly Executive Vice President and Secretary
of Digital Bridge, Inc.("Corporation"), for the purpose of restating the
Articles of Incorporation, as amended of the Corporation, do make and file these
Restated Articles of Incorporation, hereby declaring and certifying that the
facts (including the fact that this certificate sets forth the articles as
amended to the date of this certificate and does not alter or amend the
articles, as amended, in any manner) herein stated are true:
ARTICLE I
NAME
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Section 1.01. Name. The name of the Corporation is Digital Bridge, Inc.
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ARTICLE II
RESIDENT AGENT AND REGISTERED OFFICE
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Section 2.01. Resident Agent. The name and address of the Resident Agent
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for service of process is The Corporation Trust Company of Nevada, 6100 Neil
Road, Suite 500, Reno, Nevada 89511.
Section 2.02. Registered Office. The address of its Registered Office is
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6100 Neil Road, Suite 500, Reno, Nevada 89511
Section 2.03. Other Offices. The Corporation may also maintain offices for
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the transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kind and nature may be conducted, and meetings of directors and stockholders
held outside the State of Nevada with the same effect as if in the State of
Nevada.
ARTICLE III
PURPOSE
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Section 3.01. Purpose. The Corporation is organized for the purpose of
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engaging in any lawful activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
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Section 4.01. Number and Class. The total number of shares of authorized
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capital stock of the Corporation shall consist of two classes: Common Stock in
the amount of Fifty Million (50,000,000) shares, having a par value of $0.001
per share; and Preferred Stock in the amount of Five Million (5,000,000) shares,
having a par value of $0.001 per share.
The Common and Preferred Stock may be issued from time to time without
action by stockholders. The Common and Preferred Stock may be issued for such
consideration as may be fixed from time to time by the Board of Directors.
The Board of Directors may issue such shares of Common and 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 adopted by them.
Section 4.02. No Preemptive Rights. Holders of the Common Stock of the
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Corporation shall not have any preference, preemptive right, or right of
subscription to acquire any shares of the Corporation authorized, issued or
sold, or to be authorized, issued or sold, 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 may determine form time to time.
Section 4.03. Non-Assessability of Shares. The Common Stock of the
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Corporation, after the amount of the subscription price has been paid, in money,
property or services, as the directors shall determine, shall not be subject to
assessment to pay the debts of the Corporation, nor for any other purpose, and
no stock issued as fully paid shall ever be assessable or assessed, and the
Articles of Incorporation shall not be amended in this particular.
ARTICLE V
DIRECTORS
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Section 5.01. Governing Board. The members of the Governing Board of the
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Corporation shall be styled as directors.
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Section 5.02. Board of Directors. The Board of Directors of the Corporation
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on the date of this certificate consists of three (3) members. The By-laws
require a minimum of one(1) director and a maximum of fifteen(15) directors. The
names and addresses of this Board of Directors are as follows:
Name Address
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Aaron C. Lang 1860 El Camino Real, Suite 100
Burlingame, California 94010
John C. Flanders, Jr. 21436 N. 20th, #4
Phoenix, Arizona 85027
Kenneth A. Paganini 190 Hubbell Street
San Francisco, California 94107
These individuals shall serve as directors until the next annual meeting of the
stockholders or until their successors shall been duly elected and qualified.
Section. 5.03. Change in Number of Directors. The number of directors may
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be increased or decreased by a duly adopted amendment to the Bylaws of the
Corporation.
ARTICLE VI
PERIOD OF DURATION
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Section 6.01. Duration. The Corporation shall have a perpetual existence.
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ARTICLE VII
DIRECTORS' AND OFFICERS' LIABILITY
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Section 7.01. Directors' and Officers' Liability. A director or officer of
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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 law or (ii) the unlawful payment of distributions. Any
repeal or modification of this Article by the 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.
ARTICLE VIII
INDEMNITY
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Section 8.01. Indemnity. Every person who was or is a party to, or is
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threatened to be made a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he, or a person of whom he is the legal representative, is or
was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another Corporation, or
as its 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, judgments, fines and
amounts paid or to be paid in settlement) reasonable incurred or suffered by him
in connection therewith. Such right of indemnification shall be a contract right
which may be enforce in any manner desired by such person. The expenses of
officers and directors in defending a civil or criminal action, suit or
proceeding must be paid by the Corporation as they are incurred and in advance
of the final disposition of the action, suit or proceeding, upon 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 is not
entitled to be indemnified by the Corporation. Such right of indemnification
shall not be exclusive of any other right which 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 by-law, 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 stockholders or
Board of Directors may adopt by-laws from time to time with 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
and maintain insurance on behalf of any person who is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other enterprise
against liability asserted against such person and incurred in any such capacity
or arising out of such status, whether or not the Corporation would have the
power to indemnify such person.
The indemnification provided in this Article shall continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such person.
ARTICLE IX
AMENDMENTS
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Section 9.01.Amendments. Subject at all times to the express provisions of
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Section 4.30, which cannot be amended, this Corporation reserves the right to
amend, alter, change or repeal any provision contained in these Articles of
Incorporation or its Bylaws, in the manner now or hereafter prescribed by
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statute or by these Articles of Incorporation or said Bylaws, and all rights
conferred upon the stockholders are granted subject to this reservation.
ARTICLE X
POWERS OF DIRECTORS
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Section 10.01. Powers of Directors. In furtherance and not in limitation of
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the powers conferred by statute the Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the stockholders, to
make, alter or repeal the Bylaws of the Corporation;
(2) To authorize and cause to be executed mortgages and liens, with or
without limit as to amount, upon the real and personal property of
the Corporation;
(3) To authorize the guaranty by the Corporation of securities,
evidences of indebtedness and obligations of other persons,
corporations and business entities;
(4) To set apart out of any of the funds of the Corporation available
for distributions a reserve or reserves for any proper purpose
and to abolish any such reserve;
(5) By resolution, to designate one or more committees, each committee
to consist of at least one director of the Corporation, which,
to the extent provided in the resolution or in the Bylaws of the
corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and 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 such name or names as may be stated in the
Bylaws of the Corporation or as may be determined from time to
time by resolution adopted by the Board of Directors; and
(6) To authorize the Corporation by its officers or agents to exercise
all such powers and to do all such acts and things as may be
exercised or done by the Corporation, except and to the extent that
any such statute shall require action by the stockholders of the
Corporation with regard to the exercising of any such power or
the doing of any such act or thing.
In addition to the powers and authorities hereinbefore or by statute expressly
conferred upon them, the Board of Directors may exercise all such powers and do
all such acts and things as may be exercised or done by the Corporation, except
as otherwise provided herein and by law.
IN WITNESS WHEREOF, we have hereunto set our hands this 25th day of September,
2000, hereby declaring and certifying that the facts stated hereinabove are true
and correct.
DIGITAL BRIDGE, INC.
By: /s/ Seth R. Pollack
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Seth R. Pollack, Executive Vice President
By: /s/ Curtis L. Lovil
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Curtis L. Lovil, Secretary
ACKNOWLEDGMENT
STATE OF ARIZONA )
) ss:
COUNTY OF MARICOPA )
On this the 25th day of September, 2000, personally appeared before me, a
notary public, Seth R. Pollack, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged and swore to me that he executed the same in
his authorized capacity and that by his signature on this instrument the person,
or the entity upon behalf of which the person acted, executed this instrument in
the capacity and for the purpose stated
herein.
______________________________________
Notary Public in and for said County and State
(Notary Stamp or Seal)
STATE OF ARIZONA )
) ss:
COUNTY OF MARICOPA )
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On this the 25th day of September, 2000, personally appeared before me, a
notary public, Curtis L. Lovil, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged and swore to me that he executed the same in
his authorized capacity and that by his signature on this instrument the person,
or the entity upon behalf of which the person acted, executed this instrument in
the capacity and for the purpose stated herein.
______________________________________
Notary Public in and for said County and State
(Notary Stamp or Seal)
<PAGE>
