ARTICLES OF INCORPORATION
OF
Kinship Communications, Inc.
----------------------------
The undersigned natural person, who is more than eighteen (18) years of
age, hereby establishes a business corporation pursuant to the laws of the State
of Utah and adopts the following Articles of Incorporation:
ARTICLE I
Corporate Name and Office
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The name of the corporation is Kinship Communications, Inc. The initial
office address for the corporation shall be 280 North Kaysville Drive, Suite
100, Kaysville, Utah 84037.
ARTICLE II
Duration
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The corporation shall have perpetual existence.
ARTICLE III
Purposes
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The initial specific purposes of the corporation shall be the
development, manufacturing and marketing of computer based automatic telephone
communication systems. The corporation may conduct the foregoing, and any other
business activities, in any jurisdiction or location where it is authorized to
conduct any designated business activity by its Board of Directors to include,
though not limited to:
3.1 Enter into any lawful arrangement for sharing profits, union of
interest, reciprocal association or cooperative associations with any
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corporation, association, limited liability company, partnership, individual, or
other legal entity for carrying on any business; or to enter into any general or
limited partnership for the carrying on of any business. 3.2 To enter into any
lawful merger, consolidation, asset acquisition or sale, or related transaction.
To borrow or lend money and to issue securities, or engage in other security
transactions for its business purposes.
ARTICLE IV
Powers
------
In furtherance of the foregoing purposes the corporation shall have,
and may exercise, all of the rights, powers and privileges now or hereafter
conferred upon a corporation by any state where it is authorized to conduct
business. In addition, it may do everything necessary, suitable, or proper for
the accomplishment of any of its corporate purposes.
ARTICLE V
Authorized Shares and Voting
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The corporation shall have one class of stock being Fifty Million
(50,000,000) shares of common, voting stock having no designated par value. All
shares of stock shall be issued by the corporation for cash, tangible or
intangible property, services actually performed, notes or other interests
having actual value, at a rate of consideration as may be affixed, from time to
time, by the Board of Directors. Fully paid stock of this corporation shall not
be liable to any call and is nonassessable. There are no pre-emptive rights
provision adopted by these Articles; though the By-Laws may contain provisions
for adopting pre-emptive rights by the Board of Directors or the shareholders
without amendment to these Articles, so far as permissible under Utah law. Each
common shareholder of record shall have one vote for each share of stock
standing in his, her or its name on the books of the corporation; provided that
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the Board of Directors may subsequently adopt standard provisions for cumulative
voting without amendment to these Articles, so far as permissible under Utah
law. At all meetings of the shareholders, the majority of the common shares
entitled to vote at such meeting, represented in person or by proxy, shall
constitute a quorum. ARTICLE VI Registered Agent and Office The name of the
registered agent for the corporation is Mr. Andrew Limpert at 22 East 100 South,
Suite 400, Salt Lake City, Utah 84111. The knowledgeable consent of the
registered agent to such appointment is evidenced by his signature at the end of
this document. ARTICLE VII Internal Affairs Provisions for the regulation of the
internal affairs of the corporation are to be determined as set forth in the
By-Laws as adopted by the initial Board of Directors of the Corporation.
Thereafter, the By-Laws may be adopted, amended, or repealed by a majority vote
of the Board of Directors or shareholders of the Corporation; except as to any
action provided for in these Articles, the By-Laws or by statute, if any,
specifying a higher voting requirement as to that provision. ARTICLE VIII
Directors The initial Board of Directors shall consist of three (3) individuals
identified below. These initial Directors are:
1. Terry Deru 1393 South 50 West
Farmington, UT 84025
2. Andrew Limpert 8395 S. Parkhurst Circle.
Sandy, UT 84094
3. Robert Hunter 875 E. 8475 S.
Sandy, UT 84094
The number and term of Directors shall be subsequently set-out
in the By-Laws provided that there shall not be less than three directors.
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ARTICLE IX
Limited Liability of Directors
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To the fullest extent permitted by the Utah Business Corporation Act,
as the same exists or may hereafter be amended, no director of the corporation
shall be personally liable to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for liability: (i)
for any breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for actions under
Section 16-10-44 of the Utah Business Corporation Act, or successor provision,
or (iv) for any transaction from which a director derived an improper benefit.
ARTICLE X
Meeting of Shareholders
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At any meeting of the shareholders, a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum, unless
these Articles are hereafter amended to provide for different classes of stock
with variable quorum requirements. If a quorum is present, the affirmative vote
of a majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders; unless the vote of a
greater number is required by law, or by amendment to these Articles.
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ARTICLE XI
Incorporators
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The name and address of the incorporator is as follows:
Andrew Limpert
22 East 100 South, Suite 400
Salt Lake City, UT 84111
DONE this 1st day of February, 2000.
INCORPORATOR & REGISTERED AGENT:
/s/Andrew Limpert
-------------------------------
Mr. Andrew Limpert
Incorporator & Registered Agent
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
I hereby certify that on the 1st day of February, 2000, personally
appeared before me, a Notary Public, Mr. Andrew Limpert who being by me first
duly sworn, declared that he is the persons who signed the foregoing document as
the Incorporator and that the statements therein contained are true.
/s/Polly S. Mansfield
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Polly S. Mansfield
NOTARY PUBLIC
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