STATE OF IDAHO
DEPARTMENT OF STATE
CERTIFICATE OF AMENDMENT
OF
KANIKSU AMERCAN MINING COMPANY
File Number C40809
1, PETE T. CENARRUSA, Secretary of State of the State of Idaho, hereby
certify that: duplicate originals of Articles of Amendment to the Articles of
Incorporation of' KANIKSU AMERICAN MINING COMPANY, changing the corporate name
to KANIKSU VENTURES, INC., duly executed pursuant: to the provisions of the
Idaho Business Corporation Act, have been received in this office and are found
to conform to law.
ACCCRDINGLY and by virtue of the authority vested in me by law, I issue
this Certificate of Amendment to the Articles of Incorporation and attach hereto
a duplicate original of the Articles of Amendment.
Dated: March 4,1996
Great Seal of
The State of Idaho
/s/ Pete T. Cenarrusa
---------------------
Pete T. Cenarrusa
SECRETARY OF STATE
By:/s/Tonya Herold
---------------
Tonya Herold
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
KANIKSU AMERICAN MINING COMPANY
Pursuant to the provisions of the Idaho Code, the following amendment
to the Articles of Incorporation of IKANIKSU American Mining Company, an Idaho
corporation (the "Corporation"), was adopted by the shareholders of the
Corporation on August 28, 1995, in the manner Prescribed by the Idaho code
FIRST: Article 1 of the Articles Of Incorporation is hereby amended
to read as follows:
"ARTICLE I
The name of this Corporation shall be:
Kaniksu Ventures, INC."
SECOND: Article II of the Articles of Incorporation is hereby
amended to read as follows:
"ARTICLE 11
This Corporation is organized to engage in any lawful business
or activity which my be conducted under the laws of the State of Idaho
or any other state, country or jurisdiction, wherein this Corporation
shall be authorized to transact business."
THIRD: Article V of the Articles Of Incorporation in hereby amended
to road as follows
"ARTICLE V
The amount of the capital. stock of this Corporation shall be
twenty-five: million (25,000,O00) shares of common stock, par value On
Tenth of a Cent ($.001) per share, which shares shall be
non-assessable."
<PAGE>
FOURTH: Article VI of the Articles of Incorporation is hereby
amended to read as follows:
"ARTICLE VI
The number of directors of this Corporation shall be at least
three (3) and no more than nine (9)."
FIFTH: The Articles of Incorporation are hereby amended by adding a
new Article VII to read as follows:
"ARTICLE VIII
PREEMPTIVE RIGHTS
No stockholder shall have* any preemptive rights to acquire the
Corporation's unissued shares and any and all such existing preemptive
rights shall be extinguished."
The number of Shares: of the Corporation outstanding at, the time of
adoption of the above amendments was 1,008,250, and the number of shares
entitled to vote thereon vas 1,008,250. As to the five amendments set forth
above, the number of shares consenting and voting for each such amendment was
-791,050- and the number of shares voting Against each such amendment was -O-.
As a result of Amendment THIRD changing the capitalization from 3,000,000 shares
of $.10 par value stock to 25,000,000 shares of $.001 par value stock, the
stated capital of the Corporation was reduced by $100,825 to 1,008.
DATED this 28th day of August, 1995
/s/ Dale Miller
---------------
DALE MILLER, President
/s/ J. Rockwell Smith
---------------------
J. ROCKWELL SMITH, Secretary
-2-
<PAGE>
ACKNOWLEDGEMENT
---------------
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE)
THE UNDERSIGNED, the President and Secretary respectively of Kaniksu
American Mining Company, a corporation Organized and existing under the laws
of' the State of Idaho, do hereby certify that at a Special Meeting in Lieu of
Annual Meeting of Shareholders, of said corporation properly called and held
on August 28, 1995, the foregoing Amendment to the Articles of Incorporation
for said Corporation was duly adopted and authorized by more than fifty
percent (50%) of the issued and outstanding shares of said Corporation, which
shares were properly represented and voted at said Meeting. Also that said
Meeting was held pursuant to a resolution of the Board of Directors setting
forth the amendment and directing that it be Submitted to a vote at the
meeting, and that written notice of said Special Meeting setting forth the
proposed, amendment was given by first class mail to each shareholder of
record entitled to vote thereon at least ten (10) days prior to the holding of
the Meeting. The undersigned further certify that the foregoing Amendment
correctly sets forth the amendments adopted by the shareholders and correctly
states the date of adoption thereof, the number of shares outstanding, the
number of shares voted for and the number of shares voted against each such
amendment.
/s/ Dale F. Miller
------------------
DALE MILLER, President
/s/ J. Rockwell Smith
---------------------
J. ROCKWELL SMITH, Secretary
SUBSCRIBED AND SWORN to before me this 28th day of August, 1995
/s/ Janis Patterson
-------------------
Janis Patterson NOTARY PUBLIC Residing at:
My Commission Expires: May 2nd 1998 (illegible address also stamped here)
-3-
<PAGE>
STATE of IDAHO
Department of State
I PETE T. CENARRUSA, Secretary of State of the State of Idaho, hereby certify
that I am the custodian of the corporation, limited partnership, and limited
liability company records of this State.
I FURTHER CERTIFY That the annexed is a full, true and complete transcript of
incorporation of KANIKSU AMERICAN MINING COMPANY, an Idaho Corporation, received
and filed in this office on April 25, 1969, under file number C 40809, including
all amendments filed thereto, as appears of record in this office as of this
date
Dated: March 28, 1995
Great Seal of The State of Idaho
/s/ Pete T. Centarrusa
----------------------
Pete T. Centarrusa
SECRETARY OF STATE
By:/s/ Sally T. Clark
------------------
Sally T. Clark
<PAGE>
STATE OF IDAHO
GREAT SEAL OF THE STATE OF IDAHO
DEPARTMENT OF STATE
CERTIFICATE OF INCORPORATION
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho, and legal
custodian of the corporation records of the State of Idaho, do hereby certify
that the original of the articles of incorporation of
KANIKSU AMERICAN MINING COMPANY
was filed in the office of the Secretary of State on the twenty-fourth day
of April A.D., One Thousand Nine Hundred sixty-nine and will be duly recorded on
microfilm of Record of Domestic Corporations, of the State of Idaho, and that
the said articles contain the statement of facts required by Section 30-103,
Idaho Code.
I FURTHER CERTIFY, That the persons executing the articles and their
associates and successors are hereby constituted a corporation, by the name
hereinbefore stated, for Perpetual Existence from the date hereof, with its
registered office in this State located at Sandpoint, Idaho in the County of
Donner
IN TESTIMONY WHEREOF. I have hereunto set my hand and affixed the Great Seal
of the State. Done at Boise City, the Capital of Idaho. this 24th day of April
A.D., 1969
/s/Pete T. Cennarrusa
---------------------
Pete T. Cenarrusa
Secretary of State.
/s/ Margaret Laurence
---------------------
Margaret Laurence
Corporation Clerk.
<PAGE>
ARTICLES OF INCORPORATION
OF
KANIKSU AMERICAN MINING COMPANY
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being natural
persons of full age and citizens of the United States, in order to form, a
Corporation for the purposes hereinafter stated, and in accordance and pursuant
to the Laws of the State of Idaho, do hereby.certify as follows:
ARTICLE 1.
----------
The name of the Corporation is KANIKSU AMERICAN MINING COMPANY.
ARTICLE II.
-----------
The purposes for which said Corporation is formed are:
1. To engage in, conduct, promote, advertise and carry on and engage in the
business of buying, leasing and otherwise acquiring lands and interests in lands
of every kind and description wheresoever situated; buying, leasing and
otherwise acquiring and constructing and erecting, or contracting for the
construction and erection of buildings, structures, tunnells, in, on and under
and through such lands for any uses or purposes; holding owning improving,
developing, maintaining, operating, letting, leasing, mortgaging, selling or
otherwise disposing of such property, or any part thereof, or their minerals and
other produce, products, and deposits therein; equiping, furnishing, and
operating mines, buildings, warehouses, and in all manner developing real
property and the resources thereof.
<PAGE>
2. To appoint such officers, employees and agents as the business of the
Corporation may require and to allow them compensation.
3. To enter into contracts or obligations of any type or kind essential,
necessary or proper to the transaction of its ordinary business affairs, or for
the purposes of the Corporation.
4. To do all and everything necessary, suitable, and proper for the
accomplishment of any of the purposes or the attainment of any of the objects or
infurtherance of any of the powers hereinbefore set forth, either alone or in
association with other Corporations, firms, clubs or individuals, and to do
every act or acts, thing or things essential or impertinent to or growing out of
or connected with the aforesaid objects or purposes or any parts thereof,
provided the same be not inconsistent with the laws under which this Corporation
is organized.
5. To engage in any commercial enterprise calculated or designed to be
profitable to said Corporation and in conformity with the Laws of the State of
Idaho.
6. The foregoing clauses shall be construed both as purposes and powers, and
it is hereby expressly provided that the foregoing in numeration of specific
powers shall not be held to limit or restrict in any manner the powers of this
Corporation.
ARTICLE III.
------------
The commencement of the life of this Corporation shall be the date of the
issuance to it of a Certificate of incorporation by the Secretary of State of
the State of Idaho, and the duration of the life of this Corporation shall be
perpetual.
-2-
<PAGE>
ARTICLE IV.
-----------
The location and Post Office address of the registered office of the
corporation is Sandpoint, Bonner County, State of Idaho.
ARTICLE V.
----------
1. The amount of capital stock shall be Three-hundred-thousand ($300,000.00)
Dollars.
2. The number of shares of which capital stock shall consist of
three-million (3,000,000) shares of common stock of the par. value of ten (.10),
cents per share.
3. No other stock -or type of share shall be issued and said shares shall be
conveyed to the owners thereof.
ARTICLE VI.
-----------
There shall be five (5) directors. Directors shall be required to be
stockholders of this Corporation.
ARTICLE VII.
------------
The names and Post Office address of the incorporators and the number of
shares subscribed by each are as follows:
Don Maynard, Clark Fork, Idaho, ten (10) shares.
Dale Miller, Sandpoint, Idaho, ten (10) shares.
Dale Jackson, Sandpoint, Idaho, ten(10) shares.
IN WITNESS WHEREOF, We have hereunto set out hands and seals this 10th of
April, 1969.
/s/ Don Maynard
---------------
Don Maynard
/s/ Dale Miller
---------------
Dale Miller
/s/ Dale Jackson
----------------
Dale Jackson
- 3 -
<PAGE>
(STATE OF IDAHO)
ss
(County of Bonner)
On this 10th of April, 1969,. before me, a Notary Public, personally came
DON MAYNARD, DALE MILLER and DALE JACKSON, known to me to be the persons who
subscribed and executed the foregoing certificate and they severally duly
acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the date
hereinbefore set forth.
/s/ Signature Illegible
-----------------------
Notary Public in and for the
State of Idaho, residing at
Sandpoint
-4-
<PAGE>
STATE OF IDAHO
DEPARTMENT OF STATE
CERTIFICATE OF AMENDMENT
OF
KANIKSU VENTURES, INC.
File Number C 40809
1, PETE T. CENARRUSA, Secretary of State of the State of Idaho, hereby
certify that duplicate originals of Articles of Amendment to the Articles of
Incorporation of KANIIKSU VENTURES, INC., changing the corporate name to
INTRYST, INC., duly executed pursuant to the provisions of the Idaho Business
Corporation Act, have been received in this office and are found to conform to
law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue
this Certificate of Amendment to the Articles of Incorporation and attach hereto
a duplicate original of the Articles of Amendment.
Dated: April 2,1997
Gread Seal of
The State of Idaho
/s/ Pete T. Cenarrusa
---------------------
Pete T. Cenarrusa
SECRETARY OF STATE
By:/s/Alisa Hartley
----------------
Alisa Harley
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
KANIKSU VENTURES, INC.
Pursuant to the provisions of the Idaho Business Corporation Act
("Idaho Code"), the following amendments to the Articles of Incorporation of
Kaniksu Ventures, Inc., an Idaho corporation (the "Corporation", were adopted by
the shareholders of the Corporation on March 10, 1997, in the manner prescribed
by the Idaho Code.
FIRST: Article I of the Articles of Incorporation is hereby
amended to read as follows:
"I
The name of the Corporation shall be Intryst, Inc."
SECOND: Article V of the Articles of Incorporation is hereby
amended read as follows:
"V
The aggregate number of shares of all classes of capital stock that
this corporation shall have authority to issue is 60,000,000 non-assessable
shares, 50,000,000 of which shall be of a class designated as common stock
(the "Common Stock") with a par value of one Tenth of a Cent ($0.001) per
share, and 10,000,000 shares of which shall be of a class designated as
preferred stock (the "Preferred Stock") with a par value of One Tenth of a
Cent ($0.001) per share. The Preferred Stock may be issued in various series
<PAGE>
and shall have preference as to dividends and to liquidation of the
Corporation. The Board of Directors of the Company shall establish the
specific rights, preference, voting privileges and restrictions of such
Preferred Stock, or any series thereof. Cumulative voting shall not prevail
in any election by the stockholders of this corporation."
The number of shares of the Corporation outstanding at the time of adoption of
the above amendments was 3,224,350, and the number of shares entitled to vote
thereon was 3,224,550. As to Amendment First set forth above, the number of
shares consenting and voting Against such amendment was 0-. As to Amendment
Second set forth above, the number of shares consenting and voting for such
amendment was 1,647,999, and the number of shares voting Against such amendment
was -0-.
Also approved at the meeting was the proposal to effect a two shares
for one share forward stock split of the shares of the Company's common stock
issued and outstanding at the time of the meeting. As a result of the forward
stock split, the stated capital of the corporation was increased by $3,224 to
$6,448.
DATED this 10th day of March, 1997
/s/ M. Cartmel
--------------
G. Michael Cartmel, Vice President
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
INTRYST, INC.
Pursuant to the provisions of the Idaho Business Corporation Act
("Idaho Code"), the following amendments to the Articles of Incorporation of
Intryst, Inc., an Idaho corporation (the "Corporation"), were adopted by the
shareholders of the Corporation on December 12, 1997, in the manner prescribed
by the Idaho Code.
FIRST: Article I of the Articles of Incorporation is hereby amended to
read as follows:
"I
The name of the Corporation shall be PTC Group, Inc."
SECOND: Article V of the Articles of Incorporation is hereby amended
read as follows:
"V
The aggregate number of shares of all classes of capital stock that
this corporation shall have authority to issue is 210,000,000
non-assessable shares, 200,000,000 of which shall be of a class designated
as common stock (the "Common Stock") with a par value of One Tenth of a
Cent ($0.001) per share, and 10,000,000 shares of which shall be of a class
as preferred stock (the "Preferred Stock") with a par value of One Tenth of
a Cent ($0.001) per share. The Preferred Stock may be issued in various
series and shall have preference as to dividends and to liquidation of the
Corporation. The Board of Directors of the Company shall establish the
specific rights, preferences, voting privileges and restrictions of such
Preferred Stock, or any series thereof. Cumulative voting shall not prevail
in any election by the stockholders of this corporation."
<PAGE>
The number of shares of the Corporation outstanding at the time of
adoption of the above amendments was 7,309,350, and the number of shares
entitled to vote thereon was 7,309,350. As to Amendment First set forth
above, the number of shares consenting and voting For such amendment was
5,144,051, and the number of shares voting Against such amendment was -0-.
As to Amendment Second set forth above, the number of shares consenting and
voting For such amendment was 5,144,051, and the number of shares voting
Against such amendment was -0-.
DATED this 22nd day of December, 1997.
/s/ Craig Bampton
-----------------
Craig Bampton, President
<PAGE>
ACKNOWLEDGEMENT
STATE OF UTAH )
:SS
COUNTY OF SALT LAKE )
THE UNDERSIGNED, the President of Intryst, Inc., a corporation
organized and existing under the laws of the State of Idaho, does hereby certify
that at a Special Meeting of Shareholders of said Corporation properly called
and held on December 12, 1997, the foregoing Amendment to the Articles of
Incorporation for said Corporation was duly adopted and authorized by more than
fifty percent (50%) of the issued and outstanding shares of said Corporation,
which shares were properly represented and voted at said Meeting. Also that said
Meeting was held pursuant to a resolution of the Board of Directors setting
forth the amendments and directing that it be submitted to a vote at the
Meeting, and that written notice of said Special Meeting setting forth the
proposed amendments was given by first class mail to each shareholder of record
entitled to vote thereon at least ten (10) days prior to the holding of the
Meeting. The Undersigned further certify that the foregoing Amendment correctly
sets forth the amendments adopted by the shareholders and correctly states the
date of adoption thereof, the number of shares outstanding, the number of shares
voted for and the number of shares voted against each such amendment.
/s/ Craig Bampton
-----------------
CRAIG BAMPTON, President
SUBSCRIBED AND SWORN to before me this 23rd day of December 1997.
/s/ Janice Patterson
--------------------
Janice Patterson
NOTARY PUBLIC
Residing at: Stamped:NOTARY PUBLIC JANIS A PATTERSON
1336 Rodgermarx Dr Sancy, UT 84092 My
Commission Expires May 2nd, 1998 STATE OF
UTAH
Stamped: FILED
97 DEC 24 AM 11:52
SECRETARY OF STATE
STATE OF IDAHO
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PTC GROUP, INC.
Pursuant to the provisions of the Idaho Business Corporation Act
("Idaho Code"), the following amendment to the Articles of Incorporation of PTC
Group, Inc., an Idaho corporation (the "Corporation"), was adopted by the
shareholders of the Corporation on July 12, 1999, in the manner prescribed by
the Idaho Code.
FIRST: Article I of the Articles of Incorporation is hereby amended
to read as follows:
"I
The name of the Corporation shall be Ocean Power Corporation."
The number of shares of the Corporation outstanding at the time of
adoption of the above amendment was 292,484,484, and the number of shares
entitled to vote thereon was 292,484,484. As to Amendment first set forth above,
the number of shares consenting and voting For such amendment was 224,806,894,
and the number of shares voting Against such amendment was 0.
Dated this 12th day of July, 1999.
/s/ J.P. Maceda
---------------
Joseph P. Maceda, President
Stamped FILED
99 JUL 14 AM11:15
SECRETARY OF STATE
STATE OF IDAHO
Stamped: Idaho Secretary of State
07/14/1999 09:00
CK: 752 CT: 117996 BH: 233801
<PAGE>
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "OCEAN POWER CORPORATION". FILED IN THIS OFFICE QN THE
TWENTY-FIRST DAY OF JULY, A.D. 1999 AT 4:30 O'CLOCK, P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/S/Edward J. Freel
------------------
Edward J. Freel
Secretary of State
3037332 8100 AUTHENTICATION: 9880368
991301032 DATE: 07-22-99
<PAGE>
CERTIFICATE OF INCORPORATION
----------------------------
OF
--
OCEAN POWER CORPORATION
-----------------------
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is OCEAN POWER CORPORATION.
SECOND: The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 1209 Orange
Street, New Castle County, Wilmington, Delaware 19801; and the name of the
registered agent of the Corporation in the State of Delaware is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware, or any other state, country or jurisdiction
wherein the Corporation shall be authorized to transact business.
FOURTH: The aggregate number of shares of all classes of capital stock
which the Corporation shall have authority to issue is five hundred twenty
million (520,000,000) non-assessable shares, five hundred million (500,000,000)
of which shall be of a class designated as common stock (the "Common Stock")
with a par value of One Tenth of a Cent ($0.001) per share, and twenty million
(20,000,000) shares of which shall be of a class designated as preferred stock
(the "Preferred Stock") with a par value of One Tenth of a Cent ($0.001) per
share. The Preferred Stock may be issued in various series and shall have
preference as to dividends and to liquidation of the Corporation. The Board of
Directors of the Company shall establish the specific rights, preferences,
voting privileges and restrictions of such Preferred Stock, or any series
thereof. Cumulative voting shall not prevail in any election by the stockholders
of this corporation.
FIFTH: The name and the mailing address of the incorporator is as
follows:
Name Mailing Address
---- ---------------
J. Michael Hopper 5000 Robert J. Mathews Parkway
El Dorado Hills, California 95762
<PAGE>
SIXTH: The Corporation is to have perpetual existence.
-----
SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
EIGHTH: For management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the whole Board of Directors shall be fixed by, or in the
manner provided in, the By-Laws. The phrase "Whole Board" and the phrase "Total
Number of Directors" shall be deemed to have the same meaning, to wit, the total
number of directors which the Corporation would have if there were no vacancies.
No election of directors need be by written ballot.
2. After the original or other By-Laws of the Corporation have been
adopted, amended, or repealed, as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law of the State of
Delaware, and, after the Corporation has received any payment for any of its
stock, the power to adopt, amend, or repeal the By-Laws of the Corporation may
be exercised by the Board of Directors of the Corporation; provided, however,
that any provision for the classification of directors of the Corporation for
staggered terms pursuant to the provisions of subsection (d) of Section 141 of
the General Corporation Law of the State of Delaware shall be set forth in an
initial By-Law or in a By-Law adopted by the stockholders entitled to vote of
the Corporation unless provisions for such classification shall be set forth in
this certificate of incorporation.
<PAGE>
3. Whenever the Corporation shall be authorized to issue only one class
of stock, each outstanding share shall entitle the holder thereof to notice of,
and the right to vote at, any meeting of stockholders. Whenever the Corporation
shall be authorized to issue more than one class of stock, no outstanding share
of any class of stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the right to
vote at any meeting of stockholders, except as the provisions of paragraph (2)
of subsection (b) of section 242 of the General Corporation Law of the State of
Delaware shall otherwise require; provided that no share of any such class which
is otherwise denied voting power shall entitle the holder thereof to vote upon
the increase or decrease in the number of authorized shares of said class.
NINTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.
TENTH: The Corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and 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 a
person.
ELEVENTH: From time to time, any of the provisions of this certificate
of incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on July 21, 1999
/s/ J. Michael Hopper
---------------------
J. Michael Hopper
Incorporator
