ARTICLES OF INCORPORATION
of
PCS EDUCATION SYSTEMS, INC.
The undersigned natural person of the age of 18 or more, acting as
incorporator of a corporation under the Idaho Business Corporation Act, adopts
the following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is PCS EDUCATION SYSTEMS, INC., and its
duration shall be perpetual.
ARTICLE II
The address of the initial registered office of this corporation in the
State of Idaho shall be 702 W. Idaho Street, Suite 700, Boise, Idaho 83702, and
the name of the initial registered agent at that address shall be Donald J.
Farley.
ARTICLE III
The corporation is organized to engage in any and all lawful activities
for which corporations may be organized under the Idaho Business Corporation
Act.
ARTICLE IV
The business of this corporation shall be managed and conducted by a board
of directors. The number of directors constituting the initial board of
directors shall be one, and the name and address of the person to serve as
director until the first annual meeting of shareholders or until a successor is
elected and qualified is:
Name Address
------------------- ------------------------
Anthony Maher 1444 W. Bannock
Boise, Idaho 83702
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ARTICLE V
The aggregate number of shares that this corporation shall have authority
to issue shall be 20,000,000 at no par value.
Each outstanding share entitled to vote shall be entitled to one (1) vote
on each matter submitted to a vote at a meeting of shareholders. Votes may not
be cumulated.
All preemptive rights are denied.
ARTICLE VI
To the fullest extent permitted by law, this corporation shall have the
power to indemnify any person and to advance expenses incurred or to be incurred
by such person in defending a civil, criminal, administrative or investigative
action, suit or proceeding threatened or commenced by reason of the fact said
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. Any such indemnification or advancement of expenses shall not
be deemed exclusive of any other rights to which such person may be entitled
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office. Any indemnification or
advancement of expenses so granted or paid by the corporation shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs and personal representative of such a person.
No director shall be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) for liability imposed for failure to comply with
the applicable legal standard of conduct for a director in any of the
circumstances described in Section 30-1-48, Idaho Code; or (iv) for any
transaction from which the director derives an improper personal benefit.
ARTICLE VII
The name and address of the incorporator is as follows:
Name Address
------------ ----------------
Donald J. Farley 702 W. Idaho Street, Suite 700
Boise, Idaho 83702
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IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of August,
1994.
/s/ Donald J. Farley
---------------------------
Donald J. Farley
STATE OF IDAHO )
) ss.
County of Ada )
On this 3rd day of August, 1994, before me, the undersigned, a Notary
Public in and for said County, personally appeared DONALD J. FARLEY, known or
identified to me to be the person whose name is subscribed to the within
instrument, and under oath acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Shirley Spratt
------------------------
Notary Public for Idaho
Residing at Boise, Idaho
My commission expires: 8/24/99
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