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EXHIBIT 3.3
THE MEMBERS FINANCIAL SERVICE BUREAU,INC.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, The Members
Financial Service Bureau, Inc., ("Corporation") adopts the following Articles of
Amendment to its Articles of Incorporation.
FIRST: The name of the Corporation is The Members Financial Service
Bureau, Inc.
SECOND: Articles I, IV, VIII, and IX of the Corporations Articles of
Incorporation are hereby amended to read as follows:
"ARTICLE I
NAME
The name of the Corporation shall be Shared Use Network Services, Inc.
ARTICLE IV
CAPITAL
The authorized capital stock of the Corporation shall be 30,000,000 shares
consisting of 20,000,000 shares of common stock with a par value of $1.00 per
share ("Common Stock") and 10,000,000 shares of preferred stock with a par value
of $1.00 per share ("Preferred Stock").
The designations and the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of the shares of each class of stock are as follows:
1. Preferred Stock
The Preferred Stock may be issued from time to time by the Board of Directors as
shares of one or more series. The description of shares of each series of
Preferred Stock, including any preferences, conversion and other rights, voting
powers, restrictions, limitation as to dividends, qualifications, and terms and
conditions of redemption shall be as set forth in resolutions and
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adopted by the Board of Directors and in Statement of Series Shares filed as
required by law from time to time prior to the issuance of any shares of such
series.
The Board of Directors is expressly authorized, to issue, by adopting
resolutions providing for the issuance of, or providing for a change in the
number of, shares of any particular series of Preferred Stock and to set or
change in any one or respects the designations, preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms and conditions of redemption relating to the shares of
each such series. Notwithstanding the foregoing, the Board of Directors shall
not be authorized to change the right of the Common Stock of the Corporation to
vote one vote per share on all matters submitted for stockholder action. The
authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, setting or changing the following:
(a) the distinctive serial designation of such series and the number
of shares constituting such series (provided that the aggregate number of shares
constituting all series of Preferred Stock shall not exceed 10,000,000);
(b) the annual dividend rate on shares of such series, whether
dividends shall be cumulative and, if so, from which date or dates;
(c) whether the shares of such series shall be redeemable and, if so,
the terms and conditions of such redemption, including the date or dates upon
and after which such shares shall be redeemable, and whether the amount may vary
under different conditions and at different redemption dates;
(d) the obligation, if any, of the Corporation to redeem or
repurchase shares of such series pursuant to a sinking fund;
(e) whether shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or classes and, if so, the
terms and condition of such conversion or exchange, including the price or
prices or the rate or rates of conversion or exchange and the terms of
adjustment, if any;
(f) whether the shares of such series shall have voting rights, in
addition to the voting provided by the law, and if so, the terms of such voting
rights;
(g) the rights of the shares of such series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation; and
(h) any other relative rights, powers, preferences, qualifications,
limitations or restrictions thereof relating to such series which may be
authorized under the Colorado Business Corporation Act.
The shares of Preferred Stock of any one series shall be identical with each
other in all respects except as to the dates from and after which dividends
thereon shall cumulate, if cumulative.
2. Common Stock
Subject to all rights of the Preferred Stock as expressly provided herein, by
law or by the Board of Directors pursuant to this Article, the Common Stock of
the Corporation shall possess all such rights and privileges as are afforded to
capital stock by applicable law in the absence of any express grant of rights or
privileges in these Articles of Incorporation, including, but not limited to,
the following rights and privileges:
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(a) dividends may be declared and paid or set apart for payment upon
the Common Stock out of any asset or funds of the Corporation legally available
for the payment of dividends;
(b) the holders of Common Stock shall have the right to vote for the
election of directors and on all other matters requiring stockholder action,
each share being entitled to one vote; and
(c) upon the voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the net assets of the Corporation, after making
provision for the satisfaction of any liquidation preference of any then
outstanding Preferred Stock, shall be distributed pro rata to the holders of the
Common Stock in accordance with their respective rights and interests.
ARTICLE VIII
PRINCIPAL OFFICE, REGISTERED OFFICE AND REGISTERED AGENT
The principal office and the principal place of business of the Corporation in
Colorado shall be located at 1660 S. Albion St., Suite 309, Denver, Colorado
80222. The Board of Directors, however, from time to time may establish such
other offices, branches, subsidiaries, or divisions which it may consider to be
advisable.
The address of the Corporation's Registered Office in Colorado for the purpose
of the Colorado Business Corporation Act, as amended, shall be:
1660 South Albion St., Suite 309
Denver, Colorado 80222
The name of the Corporation's Registered Agent at the address of the aforesaid
Registered Office for the purpose of that Act shall be:
Gilbert L. McSwain
The undersigned hereby consents to the appointment as the Registered Agent for
the Corporation.
/s/ GILBERT L. MCSWAIN
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Gilbert L. McSwain
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ARTICLE IV
BOARD OF DIRECTORS
The affairs of the Corporation shall be governed by a Board of Directors which
shall be organized and operate in accordance with the provisions of this
Article.
1. The number of Directors of the Corporation which shall constitute the whole
Board shall be not less than three Directors. The exact number of Directors
shall be fixed from time to time pursuant to a resolution adopted by a majority
of the entire Board of Directors. The Directors shall be divided into three
classes, as nearly equal in number as possible, with respect to the time for
which they shall severely hold office. Directors of Class A first chosen shall
hold office for one year or until the first annual election following their
election; Directors of Class B first chosen shall hold office for two years or
until the second annual election following their election; and Directors of
Class C first chosen shall hold office for three years or until the third annual
election following their election, and, in each case, until their successors to
the Class of Directors whose term shall expire at that time shall be elected to
hold office for a term of three years, so that the term of office of one Class
of Directors shall expire in each year. Each Director elected shall hold office
until his successor shall be elected and shall qualify.
2. Newly created Directorships resulting from any increases in the authorized
number of Directors shall be filled by a majority vote of the remaining
Directors, though less than a quorum, and the Directors so chosen shall hold
office for a term expiring at the next annual meeting of stockholders at which a
successor shall be elected and shall qualify.
3. Any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
by the vote of a majority of the remaining Directors, though less than a quorum,
and the Directors so chosen shall serve for the unexpired term of this
predecessor in office.
4. The name and addresses of the member of the Board of Directors, who shall
hold office until the next annual meeting of the shareholders of the Corporation
or until their successors shall have been elected and qualified, are;
<TABLE>
<CAPTION>
NAME ADDRESS
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<S> <C>
Howard E. Tooke 4811 North 7th Street, Suite A-2
Phoenix, Arizona 85014
Deborra T. Tooke 4811 North 7th Street, Suite A-2
Phoenix, Arizona 85014
Simone Rubin 4811 North 7th Street, Suite A-2
Phoenix, Arizona 85014";
</TABLE>
Effective upon the filing of these Articles of Amendment to the Articles of
Incorporation, each 30 shares of the Corporation's $.001 par value Common
Stock existing prior thereto shall be converted into one share of the
Corporation's $1.00 par value Common Stock without the
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necessity of any further act by the Corporation, and, that in lieu of any
fractional shares created by this 30 to 1 reverse stock split, the Corporation
shall issue to the holder of any such fractional share one additional whole
share of Common Stock.
THIRD: The Amendment was duly adopted by the stockholders on August
23, 1995 by a sufficient vote of the outstanding stock of the Corporation.
Executed this 7th day of September, 1995
The Members Financial Services Bureau, Inc.
By /s/ HOWARD E. TOOKE
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Howard E. Tooke
President
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