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EX-3
2
EXHIBIT 3(A)(I)
THE STATE OF NEVADA
[GRAPHIC OMITTED][GRAPHIC OMITTED]
DEPARTMENT OF STATE
I, Wm D. Swackhamer, the duly elected Secretary of State of the State
of Nevada, do hereby certify that the annexed is a true, full and correct
transcript of the original Articles of Incorporation of
POWER OF CONSERVATION CORPORATION
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as the same appears on file and of record in this office.
IN WITNESS WHEREOF, I
have hereunto act my
hand and affixed the
Great Seal of State,
at my office in
Carson City, Nevada,
this THIRTEENTH day
of July, A.D., 1978
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Secretary of State
By:
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ARTICLE OF INCORPORATION
OF
POWER CONSERVATION CORPORATION
The undersigned incorporatore of Power Conservation Corporation, a
corporation formed pursuant to the laws of the State of Nevada, sign this
statement to set forth the action as follows:
FIRST: The Charter of the corporation was issued by the Secretary of
State of Nevada on July 13, 1978.
SECOND: A certified copy of the Articles of Incorporation and A
Designation of Resident Agent were filed with the Clerk of Court of Washoe
County, Reno, Nevada.
THIRD: The original Charter is inserted in the Minute Book of the
corporation.
FOURTH: A certified copy of the Articles of Incorporation is inserted
in the Minute Book of the corporation.
FIFTH: The By-Laws annexed to the Minute Book of the corporation have
been adopted for the By-Laws of Power Conservation Corporation.
SIXTH: The following named persons have been nominated and elected by
the incorporators as directors of the corporation to hold office until the first
annual meeting of shareholders and until their successors are elected and
qualified: THOMAS P. REGAN, ARTHUR SIEGE and B. J. NOBLE HASSEL.
IN WITNESS WHEREOF, we the incorporators have signed this ____________
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Alexander H. Walker, Jr.
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Laurie J. Bangart
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Mary Jo Laramie
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ARTICLE OF INCORPORATION
OF
POWER CONSERVATION CORPORATION
* * * *
We have undersigned, have voluntarily associated ourselves
together for the purpose of forming a corporation under the laws of the State of
Nevada relating to private corporations, and to that end do hereby adopt
articles of incorporation as follows:
ARTICLE One. (NAME). The name of the corporation is:
POWER CONSERVATION CORPORATION
ARTICLE Two. (location). the address of the corporation's principal
office is Suite 1400 First National Bank Building, One East First Street, in the
City of Reno, County of Washoe, State of Nevada. The initial agent for service
of process at that address is Nevada Agency & Trust Company.
ARTICLE Three. (PURPOSES). The purposes for which the corporation is
organized are to engage in any activity or business nor in conflict with the
laws of the State of Nevada or of the United States of America, and without
limiting the generally of the foregoing, specifically:
I. (OMNIBUS). To have and to exercise all the powers now or
hereafter conferred by the laws of the State of Nevada upon
corporations organized pursuant to the laws under which the
corporation is organized and any and all acts amendatory thereof and
supplemental thereto.
II. (POWER MANAGEMENT). To engage in a general business of power
management including, but not limited to, the development and sales of
energy devices for commercial and household users whether such
inventions, devices, or programs are software or hardware.
III. (ENERGY BUREAU). To establish offices for the purpose of
testing and evaluating the use and disposition of energy and
energy-related products.
IV. (REAL PROPERTY). To purchase, or in any way acquire for
investment or for sale or otherwise, lands, contracts for the purchase
or sale of lands, buildings, improvements, and any other real property
of any kind or any interest therein, and as the consideration for same
to pay cash or to issue the capital stock, debenture bonds, mortgage
bonds, or other obligations of the corporation, and to sell, convey,
lease, mortgage, deed of trust, turn to account, or otherwise deal
with all or any part of the property of the corporation; to make and
obtain loans upon real estate, improved or
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unimproved, and upon personal property, giving or taking evidences of
indebtedness and securing the payment thereof by mortgage, trust deed,
pledge or otherwise; and to enter into contracts to buy or sell any
property, real or personal; to buy and sell mortgages, trust deeds,
contracts, and evidence of Indebtedness; to purchase or otherwise
acquire, for the purpose of holding or disposing of the same, real or
personal property of every kind and description, including the good
will, stock, rights, and property of any person, firm, association, or
corporation; and to draw, make, accept, indorse, discount, execute,
and issue promissory notes, bills of exchange, warrants, bonds,
debentures, and other negotiable or transferable instruments, or
obligations of the corporation, from time to time, for any of the
objects or purposes of the corporation, without restriction or limit
as to amount.
V. (REAL ESTATE DEVELOPMENT). To engage in the business of
purchasing, leasing, and developing real estate, including but not
limited to, subdivisions, towns, and tracts; the construction of any
and all buildings, sewer lines, off-site improvements, and any and all
structures necessary or required in connection with the development of
real estate generally; and the doing of any and every act or thing
proper, necessary, and incidental to the general purpose of this
company.
VI. (CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry on
its business or any breach thereof in any state or territory of the
United States or in any foreign country in conformity with the laws of
such state, territory, or foreign country, and to have and maintain in
any state, territory or foreign country a business office, plant,
store or other facility.
VII. (PURPOSES TO BE CONSTRUED AS POWERS). The purposes specified
herein shall be construed both as purposes and powers and shall be in
no wise limited or restricted by reference to, or inference from, the
terms of any other clause in this or any other article, but the
purposes and powers specified in each of the clauses herein shall be
regarded as independent purposes and powers, and the enumeration of
specific purposes and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or of the general
powers of the corporation; nor shall the expression of one thing be
deemed to exclude another, although it be of like nature not
expressed.
ARTICLE Four. (CAPITAL STOCK). The corporation shall have authority to
issue an aggregate of THREE MILLION (3,000,000) shares of capital stock having a
pare value of TWO CENTS ($0.02) per share.
No holder of shares of capital stock of the corporation shall be
entitled, as such, to any pre-emptive or preferential right to subscribe to any
unissued stock or any other securities which the corporation may now or
thereafter be authorized to issue.
The corporation's capital stock may be issued and sold from time to
time for such consideration as may be fixed by the Board of Directors, provided
that the consideration so fixed is not less than par value.
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Cumulative voting in the elections of Directors at all stockholders'
meetings, whether they be annual or special, shall not be permitted.
ARTICLE Five. (DIRECTOR). The affairs of the corporation shall be
governed by a Board of Directors of not less than three (3) directors. The names
and addresses of the members of the first Board of Directors are:
NAME ADDRESS
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Alexander H. Walker, Jr. 840 Kennecott Bldg.
Salt Lake City, Utah 84133
Laurie J. Bangart 840 Kennecott Bldg.
Salt Lake City, Utah 84133
Mary Jo Laramie 840 Kennecott Bldg.
Salt Lake City, Utah 84133
Directors of the corporation need not be residents of the State of
Nevada and need not own shares of the corporation's stock.
ARTICLE Six. (INCORPORATORS). The name and address of each
incorporatator of the corporation is as follows:
NAME ADDRESS
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Alexander H. Walker, Jr. 840 Kennecott Bldg.
Salt Lake City, Utah 84133
Laurie J. Bangart 840 Kennecott Bldg.
Salt Lake City, Utah 84133
Mary Jo Laramie 840 Kennecott Bldg.
Salt Lake City, Utah 84133
ARTICLE Seven. (PERIOD OF EXISTENCE). The period of existence of the
corporation shall be perpetual.
ARTICLE Eight. (by-laws). the initial By-Laws of the corporation shall
be adopted by its Board of Directors. The power to alter, amend, or repeal the
By-Laws, or to adopt new By-Laws, shall be vested in the Board of Directors,
except as otherwise may be specifically provided in the By-Laws.
ARTICLE Nine. (STOCKHOLDERS MEETINGS). Meeting of stockholders shall
be held at such place within or without the State of Nevada as may be provided
by the By-Laws of the corporation. Special meetings of the stockholders may be
called by the President or any other ______________________
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ARTICLE Ten. (CONTRACTS OF CORPORATION). No contract or other
transaction between the corporation and any other corporation, whether or not a
majority of the share of the capital stock of such other corporation is owned by
this corporation, and no act of this corporation, and no act of this corporation
shall in any way be affected or invalidated by the fact that any of the
directors or officers of such other corporation. Any director of this
corporation, individually, or any firm of which such director may be a member,
may be a party to, or may be pecuniary or otherwise interested in any contract
or transaction of the corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of this corporation, or a majority thereof; and any director
of this corporation who is also a director or officer of such other corporation,
or who is so interested, may be counted in determining the existence of a quorum
at any meeting of the Board of Directors of this corporation that shall
authorize such contract or transaction, with like force and effect as if he were
not such director or officer or such other corporation or not so interested.
IN WITNESS WHEREOF, the undersigned Incorporators have
hereunto fixed their signatures at Salt Lake City, Utah, this 12th day of
July, 1978.
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Alexander H. Walker, Jr.
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Mary Jo Laramie
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STATE OF UTAH )
)
COUNTY OF SALT LAKE )
On the 12th day of July, 1978, before me, the undersigned, a Notary
Public, personally appeared Alexander H. Walker, Jr., Laurie J. Bangart, and
Mary Jo Laramie, known to me to be the persons described in and who executed the
foregoing instrument, and who acknowledged to me that they executed the same
freely and voluntarily and for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto get my hand and affixed my
official seal the day and year in this certificate first above written.
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Notary Public
Residing in Sandy, Utah
My commission expires:
February 22, 1980
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