<PAGE>
EXHIBIT 3.5
ARTICLES OF AMENDMENT
to Articles of Incorporation
of Simmons Family, Inc.
(Fourth Amendment)
Pursuant to the provisions of Sections 16-10a-1001, et seq. of the Utah
Revised Business Corporation Act, the undersigned corporation adopts the
following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is SIMMONS FAMILY, INC.
SECOND: The Amendment to Articles of Incorporation, a copy of which is
attached hereto as Exhibit "A", was adopted by the Board of Directors and
Shareholders of the Corporation by unanimous written Consent Resolutions
executed pursuant to Section 16-10a-704 and Section 16-10a-821 of the Utah
Revised Business Corporation Act.
THIRD: The number of common shares then outstanding were 1,305,000 and the
number of preferred shares then outstanding were 5,280,000, all of which were
entitled to vote on the amendment. All 6,585,000 shares were represented at said
meeting, and all shares were voted in favor of said Amendment.
DATED this 30th day of April, 1998.
SIMMONS FAMILY, INC.
By /s/ David E. Simmons
---------------------------------
David E. Simmons
Its President
By /s/ W. Mack Watkins
---------------------------------
W. Mack Watkins
Its Secretary
STATE OF UTAH )
: SS.
COUNTY OF SALT LAKE )
The foregoing instrument was acknowledged before me this 30th day of April,
1998 by David E. Simmons, the President, and by W. Mack Watkins, the Secretary,
of Simmons Family, Inc., a Utah corporation.
/s/ Dorothy C. Pleske
---------------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:
April 15, 2001 Salt City City, Utah
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Exhibit "A"
Fourth Amendment to Articles of Incorporation
of
Simmons Family, Inc.
Pursuant to the Utah Revised Business Corporation Act, Section 16-10a-1001,
et seq. (1992, as amended), the Board of Directors of Simmons Family, Inc. (the
"Corporation") has recommended to the shareholders, and the shareholders have
adopted by more than a majority of the votes entitled to be cast, the following
amendment to the Articles of Incorporation of the Corporation:
I. AMENDMENT TO ARTICLE I.
Article I of the Articles of Incorporation is deleted in full and the
following is substituted as Article I:
ARTICLE I
The name of the corporation shall be Simmons
Media Group, Inc.
II. REMAINING PROVISIONS UNCHANGED.
Except as specifically set forth above, the provisions of the Articles of
Incorporation of the Corporation shall remain unchanged and shall continue in
full force and effect.
BY RECOMMENDATION OF THE BOARD OF DIRECTORS AND BY UNANIMOUS VOTE OF ALL
SHAREHOLDERS ENTITLED TO VOTE.
DATED: April 30th, 1998.
<PAGE>
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************* STATE OF UTAH *************
* * R E C E I P T * *
Payment Mode......CHECK
Date..............05/01/98
Time..............13:14:20
Oper I.D. ........CLS
I.C.N. Ref #......8121-31-0025
Source Division...CORPS & UCC (FY93+)
*******
-> CO073121 AMEND/RESTATE/MERGE $25.00
==============
-> RECEIPT TOTAL $25.00
"Thank you for your business. It is a pleasure serving you!"
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