ARTICLES OF INCORPORATION
OF
VERSA TECH, INC.
We, the undersigned natural persons of the age of twenty-one years or
more, acting as incorporators of the corporation under the provisions of the
Utah Business Corporation Act (hereinafter called the "Act"), do hereby adopt
the following Articles of Incorporation for such Corporation.
ARTICLE I
Name. The name of the corporation (hereinafter called the "Corporation")
is VERSA TECH, INC.
ARTICLE II
Period of Duration. The period of duration of the Corporation is
perpetual.
ARTICLE III
Purpose and Powers. The purposes for which this Corporation is organized
is to invest in new products, properties and/or businesses which may have
potential for profit.
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue
50,000,000 (fifty million) shares of stock each having a par value of
one-tenth of one cent ($0.001). All stock of the Corporation shall be of the
same class and shall have the same rights and preferences. Fully paid stock of
this Corporation shall not be liable for further call or assessment. The
authorized trading shares shall be issued at the discretion of the Directors.
ARTICLE V
Incorporators. The name and post office address of each incorporator is:
Raymond L. Shuman
636 North 360 East
American Fork, Utah 84003
Richard Wilcox
4611 Quail Vista Lane
Salt Lake City, Utah 84117
Tillman S. Boxell
4916 Russell Street,
Salt Lake City, Utah 84117
ARTICLE VI
Directors. The Corporation shall be governed by a Board of Directors
consisting of no less than three (3) and no more than nine (9) directors.
Directors need not be stockholders of the Corporation. The number of Directors
constituting the initial Board of Directors is three (3) and the names and
post office addresses of the persons who shall serve as Directors until their
successors are elected and qualified are:
Raymond L. Shuman
636 North 360 East
American Fork, Utah 84003
Richard Wilcox
4611 Quail Vista Lane
Salt Lake City, Utah 84117
Tillman S. Boxell
4916 Russell Street
Salt Lake City, Utah 84117
ARTICLE VII
Commencement of Business. The Corporation shall not commence business
until at least One Thousand Dollars ($1,000) has been received by the
Corporation as consideration for the issuance of its shares.
ARTICLE VIII
Preemptive Rights. There shall be no preemptive rights to acquire
unissued and/or treasury' shares of the stock of the Corporation.
ARTICLE IX
Voting of Shares. Each outstanding share of common stock of the
Corporation shall be entitled to one vote on each matter submitted to a vote
at the meeting of the stockholders. Each stockholder shall be entitled to vote
his or its shares in person or by proxy, executed in writing by such
stockholders, or by his duly authorized attorney-in-fact. At each election of
Directors, every stockholder entitled to vote in such election shall have the
right to vote, in person or by proxy, the number of shares owned by him or it
for as many persons as there are Directors to be elected and for whose
election he or it has the right to vote, but the Shareholder shall have no
right to accumulate his or its votes with regard to such election.
ARTICLE X
Initial Registered Office and Initial Registered Agent. The address of
the initial registered office of the Corporation is 636 North 360 East,
American Fork, Utah and the initial registered Agent at such office is Raymond
L. Shuman.
State of Utah )
:ss
County of Salt Lake )
On the 13 day of June, 1984, personally appeared before me RAYMOND
L. SHUMAN, RICHARD WILCOX, and TILLMAN S. BOXELL, who acknowledged to me that
they are the persons who signed the foregoing Articles of Incorporation as
incorporators and that they have read the foregoing Articles of Incorporation
and know the content thereof, and that the same is true of their knowledge as
to those matter upon which they operate on information and belief, and as to
those matters believe them to be true.
/s/
RAYMOND L. SHUMAN
/s/
RICHARD WILCOX
/s/
TILLMAN S. BOXELL
SUBSCRIBED AND SWORN TO before me this 18th day of June, 1984
/s/
NOTARY PUBLIC: Residing at SLC, UT
My Commission Expires:
2/17/88
