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Exhibit 4.11
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ALMUR COSMETICS, INC.
(Changed herein to Multi-Media Industries Corporation)
Almur Cosmetics, Inc. (the "Corporation"), pursuant to sections
16-10a-1006 and 16-10a-1007 of the Utah Revised Business Corporation Act,
hereby adopts the following amended and restated articles of incorporation.
FIRST: The name of the Corporation is Almur Cosmetics, Inc.
SECOND: The articles of incorporation of the Corporation are amended
and restated to read in their entirety as follows:
ARTICLE I
NAME
The name of the Corporation shall be: Multi-Media Industries
Corporation
ARTICLE II
PURPOSE
The Corporation is organized to engage in any lawful act or activity
for which a corporation may be organized under the Utah Revised Business
Corporation Act.
ARTICLE III
AUTHORIZED SHARES
The Corporation shall have the authority to issue 150,000,000 shares,
$0.001 par value, which, in the absence of a designation of separate
classes by the board of directors as hereinafter provided, shall together
have unlimited voting rights and are entitled to receive the net assets of
the Corporation upon dissolution. The board of directors of this
Corporation is hereby expressly granted authority, without shareholder
action, and within the limits set forth in the Utah Revised Business
Corporation Act, to:
(a) designate in whole or in part, the preferences, limitations,
and relative rights, of any class of shares before the issuance of any
shares of that class;
(b) create one or more series within a class of shares, fix the
number of shares of each such series, and designate, in whole or part,
the preferences, limitations, and relative rights of the series, all
before the issuance of any shares of that series;
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(c) alter or revoke the preferences, limitations, and relative
rights granted to or imposed upon any wholly unissued class of shares
or any wholly unissued series of any class of shares; or
(d) increase or decrease the number of shares constituting
any series, the number of shares of which was originally fixed by the
board of directors, either before or after the issuance of shares of
the series; provided that, the number may not be decreased below the
number of shares of the series then outstanding, or increased above
the total number of authorized shares of the applicable class of
shares available for designation as a part of the series.
The allocation between the classes, or among the series of each class, of
unlimited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be as designated by the board of
directors. Shares of any class of stock may be issued, without shareholder
action, from time to time in one or more series as may from time to time be
determined by the board of directors.
ARTICLE IV
CONTROL SHARE ACQUISITION
The provisions of the Control share Acquisitions Act, section 61-6-1
et. seq., of the Utah Revised Code, shall not be applicable to control
share acquisitions of the securities of the Corporation. This election is
made in accordance with the provisions of section 61-6-1 of the Utah
Revised Code.
ARTICLE V
LIMITATION ON LIABILITY
To the fullest extent permitted by the Utah Revised Business
Corporation Act or any other applicable law as now in effect or as it may
hereafter be amended, a director of the Corporation shall have no personal
liability to the Corporation or its shareholders for monetary damages for
any action taken or any failure to take any action as a director.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
To the fullest extent permitted by the Utah Revised Business
Corporation Act or any other applicable law as now in effect or as it may
hereafter be amended, the Corporation shall indemnify directors as set
forth in the bylaws. The Corporation may indemnify officers, employees,
fiduciaries, and agents to the extent provided for in the bylaws or
authorized by the board of directors.
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ARTICLE VII
REGISTERED OFFICE AND REGISTERED AGENT
The address of the Corporation's registered office and the name of the
registered agent at that address in the state of Utah is:
Robert C. Stenquist
808 East South Temple, Suite 200
Salt Lake City, Utah 84102
Either the registered office or the registered agent may be changed in the
manner provided for by law.
THIRD: By executing these Amended and Restated Articles of
Incorporation, the president and secretary of the Corporation hereby
certify that on June 1, 1995, the Amended and Restated Articles of
Incorporation of Almur Cosmetics, Inc., were approved pursuant to section
16-10a-1006 of the Utah Revised Business Corporation Act by the vote of the
holders of its issued and outstanding shares of common stock. A total of
49,965,238 shares of common stock of the Corporation were issued and
outstanding and entitled to vote with respect to the adoption of the
Amended and Restated Articles, of which 34,832,482 shares were indisputably
represented and voted at the meeting with all shares represented at the
meeting voted for the adoption of the Amended and Restated Articles of
Incorporation. No other class of shares was issued and outstanding or
entitled to vote thereon.
DATED this 1st day of June, 1995.
/s/ Bart Hickman
--------------------------
President
/s/ Robert C. Stenquist
---------------------------
Secretary
The undersigned hereby accepts and acknowledges appointment as
registered agent of Multi-Media Industries Corporation.
/s/ Robert C. Stenquist
----------------------------
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Exhibit 4.12
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
MULTI-MEDIA INDUSTRIES CORPORATION
Multi-Media Industries Corporation (the "Corporation"), pursuant to
sections 16- 10a-1006 of the Utah Revised Business Corporation Act, hereby
adopts the following amendment to its articles of incorporation.
FIRST: The name of the Corporation is Multi-Media Industries
Corporation.
SECOND: Article III of the articles of incorporation of the
Corporation is amended to read in its entirety as follows:
ARTICLE III
AUTHORIZED SHARES
The Corporation shall have the authority to issue 150,000,000 shares
of stock consisting of 100,000,000 shares of common stock, par value
$0.001 per share, and 50,000,000 shares of preferred stock, par value
$0.001 per share. The common stock, in the absence of a designation of
separate series by the board of directors as hereinafter provided, shall
together have unlimited voting rights and be entitled to receive the net
assets of the Corporation upon dissolution. The board of directors of this
Corporation is hereby expressly granted authority, without shareholder
action, and within the limits set forth in the Utah Revised Business
Corporation Act, to:
(a) designate in whole or in part, the preferences, limitations,
and relative rights, of any class of shares before the issuance of any
shares of that class;
(b) create one or more series within a class of shares, fix the
number of shares of each such series, and designate, in whole or part,
the preferences, limitations, and relative rights of the series, all
before the issuance of any shares of that series;
(C) alter or revoke the preferences, limitations, and relative
rights granted to or imposed upon any wholly unissued class of shares
or any wholly unissued series of any class of shares; or
(d) increase or decrease the number of shares constituting any
series, the number of shares of which was originally fixed by the
board of directors, either before or after the issuance of shares of
the series; provided that, the number may not be decreased below the
number of shares of the series then outstanding, or increased above
the total number of authorized shares of the applicable class of
shares available for designation as a part of the series.
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The allocation among the series of each class of unlimited voting rights
and the right to receive the net assets of the Corporation upon
dissolution, shall be as designated by the board of directors. Shares of
any class of stock may be issued, without shareholder action, in one or
more series as may from time to time be determined by the board of
directors
THIRD: By executing this Amendment to the Articles of Incorporation
of Multi-Media Industries Corporation, the president and secretary of the
Corporation hereby certify that on June 2, 1995, the Amendment to the
Articles of Incorporation of Multi-Media Industries Corporation was
approved pursuant to section 16-10a-704 of the Utah Revised Business
Corporation Act by the consent of the holders of a majority of its issued
and outstanding shares of common stock. A total of 49,965,238 shares of
common stock of the Corporation were issued and outstanding and entitled to
vote with respect to the adoption of the Amendment to the Articles of
Incorporation, of which the holders of 29,614,482 shares consented to the
adoption of the Amendment to the Articles of Incorporation. Notice of the
foregoing action was given to those shareholders entitled to vote who did
not consent to the action on June 8, 1995. No other class of shares was
issued and outstanding or entitled to vote thereon.
DATED this 19th day of June, 1995.
/s/ Bart Hickman
----------------------
President
/s/ Robert C. Stenquist
----------------------------
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Exhibit 4.13
AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
MULTI-MEDIA INDUSTRIES CORPORATION
Multi-Media Industries Corporation, a corporation organized under the
laws of the State of Utah, on April 10, 1981, hereby adopts the following
Amendments to its Articles of Incorporation pursuant to the provisions of
Utah Revised Business Corporation Act, Section 16-10a-1006.
I
The Articles of Incorporation shall be amended to read as follows:
ARTICLE I - CORPORATE NAME
The name of the corporation shall be: WorldNet Resource Group, Inc.
II
The shareholders approved a one for twelve reverse split of the
outstanding common shares of the Corporation. The authorized shares of
common stock will remain at 100,000,000, $.001 par value common voting
shares and the authorized preferred shares shall remain unchanged. There
are currently 74,082,532 shares issued and outstanding in the Corporation.
Following the reverse split there will be 6,173,544 common shares
outstanding.
III
The date of the adoption of the foregoing amendment and reverse split
by the shareholders was January 31, 2000. The number of shares outstanding
in the Corporation and entitled to vote, as of the record date, on the
amendment was 68,082,532. All stock in the Corporation is entitled to one
vote per share for each matter coming before a vote of the shareholders.
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IV
The number of shares that voted in favor of the above amendments was
34,516,152 . The number of shares that voted against the above amendments
was 0.
Dated this 31st day of January, 2000
MULTI-MEDIA INDUSTRIES CORPORATION
By: /s/ Robert C. Stenquist
---------------------------------
Secretary
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On the 31st day of January, 2000, personally appeared before me Robert
Stenquist, and duly acknowledged to me that he is the person who signed the
foregoing instrument as Secretary and that he has read the foregoing
instrument and know the contents thereof and that the same is true of his
own knowledge except as to those matters upon which he operates on
information and belief and as to those matters believes them to be true.
/s/ Ronald L. Poulton
-------------------------
NOTARY PUBLIC
Residing in: Davis County
My Commission Expires: 3-20-03
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