<PAGE> 48
EXHIBIT 3.5
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
VISTA MEDICAL TERRACE, INC.
Nevada Corporation Number C- 2911-1990
KNOW BY ALL THESE PRESENTS:
That we, the undersigned, Directors being all natural
persons of the age of eighteen years or more and Lewis M. Eslick,
being the President, and Leslie B. Eslick, being the Secretary
desire to form a body corporate under the General Corporation
Laws of the State of Nevada do hereby sign, verify and deliver in
duplicate to the Secretary of State of the State of Nevada, these
Amended Articles of Incorporation:
[AMENDED SEPTEMBER 10, 1990]
[AMENDED THE 7th DAY OF SEPTEMBER 1996]
ARTICLE I
NAME
The name of the Corporation shall be:
VISTA MEDICAL TERRACE, INC.
[NOT AMENDED]
[NOT AMENDED]
ARTICLE II
That the principal office of this corporation is to be
located in the City of Reno, County of Washoe, State of Nevada,
at 6425 Meadow Country Drive, Reno, Nevada 89509; but the
corporation may maintain an office in such towns, cities, and
places within and without the State of Nevada as the Board of
Directors may from time to time determine, or as may be
designated by the By-Laws of the said corporation. The
Corporation shall exist in perpetuity, from and after the date of
filing these Articles of Incorporation with the Secretary of
State of the State of Nevada, unless dissolved according to law.
The resident agent of the corporation will be: LEWIS M. ESLICK,
6425 Meadow Country Drive, Reno, Nevada 89509.
[AMENDED SEPTEMBER 10, 1990]
[AMENDED THE 7th DAY OF SEPTEMBER 1996]
<PAGE> 49
ARTICLE III
PURPOSES AND POWERS
1. Purposes:
Except as restricted by these Articles of Incorporation, the
Corporation is organized for tile purpose of transacting all
lawful business for which corporations may be incorporated
pursuant to the Nevada Corporation Code.
1.1 To perform any manner of services for the general
public.
2. General Powers:
Except as restricted by these Articles of Incorporation, the
Corporation shall have and may exercise all powers and
rights which a corporation may exercise legally pursuant to
tile Nevada Corporation Code.
2.1 To draw, make, endorse, accept. endorse, discount.
execute and issue promissory notes, bills of exchange.
warrants and other negotiable or transferable instruments.
3. Issuance of Shares:
The Board of Directors of the Corporation may divide and
issue any class of stock of the Corporation in series
pursuant to a resolution properly f 1 led with the Secretary
of State of the State of Nevada. Such stock may be issued
from time to time without action by the stockholders, for
such consideration as may be fixed from time to time by the
Board of Directors, and shares so issued, shall be deemed
fully paid stock, and the holder of such shares shall not be
liable for any further payment thereon.
3.1 The corporation as directed by the Board of Directors
may issue bonds, debentures or obligations of this
corporation from time to time and to borrow money for any of
the objects or purposes of the corporation, and to severe
the same by mortgage, pledge, deed of trust or otherwise.
[AMENDED SEPTEMBER 10. 1990]
[NOT AMENDED]
ARTICLE IV
CAPITAL STOCK
1. Classes and Number of Shares: The total number of shares of
all classes of stock, which the corporation shall have
authority to issue is Fifty Million (50,000,000), consisting
of Fifty Million (50,000,000) shares of Common Stock, par
value of $0.001 per share (The "Common Stock")
<PAGE> 50
2. Powers and Rights of Common Stock:
a. Preemptive Right. No shareholders of the Corporation
holding common stock shall have any preemptive or other
right to subscribe for any additional un-issued or treasury
shares of stock or for other securities of any class, or for
rights, warrants or options to purchase stock, or for scrip,
or for securities of any kind convertible into stock or
carrying stock purchase warrants or privileges unless so
authorized by the Corporation;
b. Voting Rights and Powers: With respect to all matters
upon which stockholders are entitled to vote or to which
stockholders are entitled to give consent, the holders of
the outstanding shares of the Common Stock shall be entitled
to cast thereon one (1) vote in person or by proxy for each
share of the Common Stock standing in his/her name;
c. Dividends and Distributions:
(i) Cash Dividends. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be
entitled to receive such cash dividends as may be
declared thereon by the Board of Directors from time to
time out of assets of funds of the Corporation legally
available therefor;
(ii) Other Dividends and Distributions. The Board of
Directors may issue shares of the Common Stock in the
form of a distribution or distributions pursuant to a
stock dividend or split-up of the shares of the Common
Stock;
(iii) Other Rights. Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be
provided in these Restated Articles of Incorporation,
each share of the Common Stock shall have identical
powers, preferences and rights, including rights in
liquidation.
3. Preferred Stock: The powers, preferences, rights,
qualifications. limitations and restrictions pertaining to
the Preferred Stock, or any series thereof. shall be such as
may be fixed, from time to time, by the Board of Directors
in it's sole discretion, authority to do so being hereby
expressly vested in such board.
4. Issuance of the Common Stock: The Board of Directors of the
Corporation may from time to time authorize by resolution
the issuance of any or all shares of the Common Stock herein
authorized in accordance with the terms and conditions set
forth in these Restated Articles of Incorporation for such
<PAGE> 51
purposes, in such amounts, to such persons, corporations, or
entities, for such consideration and in the case of the
Preferred Stock, in one or more series, all as the Board of
Directors in it's discretion may determine and without any
vote or other action by the stockholders, except as
otherwise required by law. The Board of Directors, from time
to time, also may authorize, by resolution, options,
warrants and other rights convertible into Common or
Preferred stock (collectively "securities.") The securities
must be issued for such consideration, including cash,
property, or services, as the Board or Directors may deem
appropriate, subject to the requirement that the value of
such consideration be no less than the par value if the
shares issued. Any shares issued for which the consideration
so fixed has been paid or delivered shall be fully paid
stock and the holder of such shares shall not be liable for
any further call or assessment or any other payment thereon,
provided that the actual value of such consideration is not
less that the par value of the shares so issued. The Board
of Directors may issue shares of the Common Stock in the
form of a distribution or distributions pursuant to a stock
divided or split-up of the shares of the Common Stock only
to the then holders of the outstanding shares of the Common
Stock
5. Cumulative Voting: Except as otherwise required by
applicable law, there shall be no cumulative voting on any
matter brought to a vote of stockholders of the Corporation.
6. Governing Board of Directors: The number of directors shall
be fixed from time to time by or in the manner provided in
the bylaws. So long as the number of directors shall be less
than three, no shares of the Corporation may be issued and
held of record by more shareholder than there are directors.
Any shares in violation of this paragraph shall be null and
void. So long as the number of directors shall be less than
three, this provision also shall constitute a restriction on
the transfer of shares and a legend shall be conspicuously
placed on each certificate respecting shares preventing
transfer of the shares to more shareholders than there are
directors. The names and addresses of the persons who shall
serve as directors until the next scheduled annual meeting
of shareholders and until their successors are elected and
shall qualify are as follows:
NAME ADDRESS
Lewis M. Eslick 6425 Meadow Country Drive
Reno, Nevada 89509
Leslie B. Eslick 6425 Meadow Country Drive
Reno, Nevada 89509
<PAGE> 52
7. Business and Affairs of the Corporation: The business and
affairs of the corporation shall be managed by and under the
direction of the Board of Directors. Except as may otherwise
be provided pursuant to Section 4 or Article Fourth hereof
in connection with rights to elect additional directors
under specified circumstances, which may be granted to the
holders of the exact number of directors of the Corporation
shall be determined from time to time by a bylaw or
amendment thereto, providing that the number of directors
shall not be reduced to less than three (3). The directors
holding, office at the time of the filing of these Restated
Articles of Incorporation shall continue as directors until
the next annual meeting and/or until their successors are
duly chosen.
8. Transactions with interested Directors: No contract or other
transaction between the Corporation and one or more of its
directors or any other corporation, firm, association. or
entity in which one or more of its directors are directors
or officers or are financially interested shall be either
void or voidable solely because of such relationship or
interest or solely because such directors are present at the
meeting of the Board of Directors or a committee thereof
which authorized, approves, or ratifies such contract or
transaction or solely because their votes are counted for
such purpose if
a. The fact of such relationship or interest is disclosed
or known to the Board of Directors or committee which
authorizes, approves, or ratifies the contract or
transaction; or
b. The fact of such relationship or interest is disclosed
or known to the shareholders entitled to vote and they
authorize, approve, or ratify such contract or
transaction by vote or written consent, or
c. The contract or transaction is fair and reasonable to
the Corporation.
9. Common or interested directors may be counted determining
the presence of a quorum at a meeting of the Board of
Directors or a committee thereof which authorizes, approves,
or ratifies such contract or transaction.
[AMENDED SEPTEMBER 10, 19901
[AMENDED THE 7th DAY OF SEPTEMBER 1996]
<PAGE> 53
ARTICLE V
The capital stack of this corporation shall not be subject to
assessment to pay debts of the corporation, and no paid up stock
and no stock issued as fully paid shall ever be assessable or
assessed. The private property of the stockholders of the
corporation shall not be subject to the payment of debts of said
corporation to any extent whatever. The Articles of Incorporation
shall not be amended in this particular.
[AMENDED SEPTEMBER 10, 1990]
[NOT AMENDED]
ARTICLE VI
The capital stock of this corporation after the payment of the
subscription price, or the value thereof, shall be non
assessable.
[NOT AMENDED]
[NOT AMENDED]
ARTICLE VII
The Board of Directors shall have the power and authority to
increase the amount of total capital stock without the necessity
of a directive to do so by the majority of the stockholders of
the corporation. The power and authority to increase the amount
of total capital stock is vested with the directors of which the
majority must vote Increase the amount of total capital stock of
the corporation.
[AMENDED SEPTEMBER 10, 1990]
[AMENDED THE 7TH DAY OF SEPTEMBER 19961
ARTICLE VIII
The names and post off ice addresses of the incorporator signing
these Articles of this incorporation is as follows:
NAME ADDRESSES
James L. Strandberg 1325 Airmotive Way
Reno, Nevada, 89502
[NOT AMENDED]
[NOT AMENDED]
<PAGE> 54
ARTICLE IX
The period of existence of this corporation shall be perpetual,
subject only to termination by action of its stockholders or by
the effect of law. During the time of the existence of this
corporation the following shall be the doctrine for corporate
opportunities:
1. The officers, directors and other members of management of
the Corporation shall be subject to the doctrine of
corporate opportunities only insofar as it applies to
business opportunities in which the Corporation has
expressed an interest as determined from time to time by the
Corporation's Board of Directors as evidenced by resolutions
appearing in the Corporation's Minutes. When such areas of
interest are delineated, all such business opportunities
within such areas of interest which come to the attention of
the officers, directors and other members of management of
the Corporation shall be disclosed promptly to the
Corporation and made available to it. The Board of Directors
may reject any business opportunity presented to it and
thereafter any officer, director or other management may
avail himself of such opportunity. Until such time as the
Corporation, through its Board of Directors. has designated
an area of interest, the officers. directors and other
members of management of tile Corporation shall be free to
engage in such areas of interest on their own and the
provisions hereof shall not limit the rights of any of
officer. director 1 rector or other member of management of
the Corporation to continue a business existing prior to the
time that such area of interest is designated by the
Corporation. This provision shall not be construed to
release any employee of the Corporation (other than an
officer, director or member of management) from any duties
which he may have to the Corporation.
[AMENDED SEPTEMBER 10, 1990]
[NOT AMENDED]
ARTICLE X
The Board of Directors shall have the power and authority to
appoint such officers and agents as the affairs of the
corporation shall require and to allow them suitable
compensation.
[NOT AMENDED]
[NOT AMENDED]
<PAGE> 55
ARTICLE XI
The Board of Directors shall have the power and authority to make
and alter or amend the By-Laws, to f ix the amount in cash, or
otherwise, to be reserved as working capital, and to authorize
and to cause to be executed mortgages and liens upon the property
and franchises of this corporation.
[NOT AMENDED]
[NOT AMENDED]
ARTICLE XII
The Board of Directors shall have the power and authority, with
the consent in writing, and pursuant to the vote of fifty-one
percent (51%), or more, of the Total Board of Directors to sell,
assign, transfer, or otherwise dispose of the whole property and
business of this corporation.
[AMENDED SEPTEMBER 10, 1990]
[AMENDED THE 7th DAY OF SEPTEMBER 19961]
ARTICLE XIII
The Board of Directors shall provide to the stockholders an
unaudited statement of the accounts, books, and records of this
corporation on an annual basis, or more frequently as directed by
the Board of Directors.
[AMENDED SEPTEMBER 10, 1990]
[NOT AMENDED]
ARTICLE XIV
Any shareholders may sell, assign, or otherwise transfer their
shares and certificate or certificates
of stock, or any part thereof.
[AMENDED SEPTEMBER 10, 1990]
[AMENDED THE 7th DAY OF SEPTEMBER 1996]
<PAGE> 56
ARTICLE XV
All transactions and acts by the Board of Directors shall be
accomplished by a majority of the Board of Directors in the
management of the business and affairs of the corporation, and
the Board of Directors shall have the power to authorize the seal
of the corporation to be affixed to all papers which may require
it.
[AMENDED SEPTEMBER 10, 1990]
[NOT AMENDED]
ARTICLE XVI
INDEMNIFICATION
The Corporation may indemnify to the full extent authorized or
permitted by the Nevada Corporation Code any person made, or
threatened to be made, a party to an action, suite or proceeding
(whether civil, criminal, administrative or investigative) by
reason of the fact that he, his testator or intestate is or was a
director, officer, employee, fiduciary, or agent of the
Corporation or serves or served any other enterprise at the
request of the Corporation.
[AMENDED SEPTEMBER 10, 1990]
[NOT AMENDED]
ARTICLE XVII
AMENDMENTS
The Corporation reserves the right to amend its Articles of
Incorporation from time to time In accordance with the Nevada
Corporation Code. Any proposed amendment shall be adopted upon
receiving the affirmative vote of holders of a majority of the
shares entitled to vote thereon, unless the holders of Preferred
Stock are entitled to vote thereon as a class, in which event the
proposed amendment shall be adopted upon receiving the
affirmative vote of the holders of a majority of the shares of
Preferred Stock then outstanding and a majority of the shares of
the Common Stock then outstanding.
[AMENDED SEPTEMBER 10, 1990]
[NOT AMENDED]
<PAGE> 57
ARTICLE XVIII
ADOPTION AND AMENDMENT OF BYLAWS
The initial Bylaws of the Corporation shall be adopted by its
Board of Directors. The power to alter or amend or repeal the
Bylaws or adopt new Bylaws shall be vested in the Board of
Directors. but the holders of Common Stock may also alter. amend
or repeal the Bylaws or adopt new Bylaws. The Bylaws may contain
any provisions for the regulation and management of the affairs
of the Corporation not inconsistent with law or these Articles of
Incorporation.
[AMENDED SEPTEMBER 10, 1990]
[NOT AMENDED]
ARTICLE XIX
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the Corporation
is 6425 Meadow Country Drive Reno, Nevada 89509 and the name of
the registered agent such address is Lewis M. Eslick. Either the
registered office or the registered age may be changed in the
manner provided by law.
[AMENDED SEPTEMBER 10, 1990]
[NOT AMENDED]
IN WITNESS WHEREOF, the above-named governing Board of Directors
have signed these Articles of corporation September 7, 1996.
/s/ Lewis M. Eslick
Lewis M. Eslick
STATE OF NEVADA )
)ss.
COUNTY OF WASHOE )
On this 21 day of October, 1996 personally appeared before me, a
Notary Public in and for the County of Washoe, State of Nevada:
Lewis A Eslick, President of Vista Medical Terrace, Inc., known
to me to be the person described in and who executed the
foregoing instrument, who acknowledged to me that they executed,
the same freely and voluntarily and for the uses and purposes
therein
/s/ Richard Jordan Jr.
Notary Public
