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EXHIBIT 3B
RESTATED
ARTICLES OF INCORPORATION
FIRST: The name of the corporation is DYNCOM INC.
SECOND: The period of duration is perpetual.
THIRD: The purpose or purposes for which the corporation is organized are: (1)
to provide, and consult regarding, network based electronic solutions with an
emphasis on commerce applications, (2) to provide, and consult regarding, smart
card technology solutions, (3) to provide, and consult regarding, Internet and
Intranet solutions, (4) to provide, and consult regarding, technology-oriented
solutions for business, professional, health-care, and other environments
susceptible of benefiting from applications of technology, and (5) for such
other legal and lawful purpose and business for which a corporation may be
incorporated pursuant to the Colorado Business Corporation Act.
FOURTH: The aggregate number of shares, which the corporation shall have
authority to issue, is 100 million shares, and shares shall have no par value.
FIFTH: Cumulative voting of shares is not authorized.
SIXTH: There shall be no preemptive rights to any shareholder of the corporation
to acquire additional or treasury shares of the corporation.
SEVENTH: The address of the registered office of the corporation is 2301
Research Boulevard, Suite 203, Fort Collins, Colorado, 80522, and the name of
the initial registered agent at such address is Curt Jansen.
EIGHTH: The address of the place of business is 2301 Research Boulevard, Suite
203, Fort Collins, Colorado 80522.
NINTH: The number of directors constituting the Board of Directors of this
corporation shall be no less than one (1) and no more than nine (9).
TENTH: The Board of directors is hereby authorized to establish out of
authorized but unissued shares, series of any preferred or special class of
shares and fix and determine the relative rights and preferences of the shares
of any series so established, including rights to such shares.
ELEVENTH: The Bylaws of this corporation may be altered, amended, or repealed
and new Bylaws may be adopted by the Board of Directors subject to repeal or
change by action of the shareholders. No such change or repeal shall produce
provisions inconsistent with these articles.
WHEREAS these Restated Articles of Incorporation were duly adopted by the Board
of Directors of Dynamic Commerce, Inc., at a regular meeting of that Board of
Directors held on May 29, 1999, and
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WHEREAS neither the Articles of Incorporation nor the Bylaws of Dynamic
Commerce, Inc., require the approval or consent of shareholders of said
corporation,
IN WITNESS WHEREOF, the duly elected President, Curt Jansen, of Dynamic
Commerce, Inc., filed on July 2, 1997, has hereunto set his hand this 29th day
of May, 1999.
/s/ CURT JANSEN
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Curt Jansen, President
Consent of Agent:
I, CURT JANSEN, do hereby consent to being the agent for DynCom, Inc. The
address of my place of business is: 2301 Research Boulevard, Suite 203, Fort
Collins, CO 80522, and my residence address is 3404 Terry Lake Road, Fort
Collins, CO 80524.
/s/ CURT JANSEN
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STATE OF COLORADO )
COUNTY OF LARIMER ) ss:
The foregoing instrument was acknowledged before me this 8th day of June,
1999, by Curt Jansen. In witness whereof I have hereunto set my hand and seal.
My commission expires
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-- Signed --
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Notary
Address:
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