<PAGE>
Exhibit 3.1
SECRETARY OF STATE
I, BILL JONES, Secretary of State of the State of California, hereby certify.
That the attached transcript of 1 page (s) has been compared with the record
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on file in this office, of which it purports to be a copy, and that it is full,
true and correct.
IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of
the State of California this day of
JUL 7 1999.
-------------------
(BILL JONES)
Secretary of State
<PAGE>
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
VILLAGEFAX.COM
Mason Conner and Thomas Zender certify that:
1. They are the President and Secretary, respectively, of VillageFax.com a
California corporation (the "company").
2. ARTICLE I of the Articles of Incorporation of the Company is amended to read
as follows:
I
This name of the Corporation is:
VillageEDOCS
3. The foregoing amendment of the Articles of Incorporation has been duty
approved by the Board of Directors
4. The forgoing amendment have been duly approved by the required vote of
the shareholders in accordance with Section 902 of the Corporations Code of the
State of California. The corporation only one class of shares and the number of
outstanding shares is 13,600,593. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was more than fifty percent (50%).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own know ledge.
Date July 11, 2000 /s/ Mason Conner
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Mason Conner, President
/s/ Thomas Zender
---------------------------
<PAGE>
SECRETARY OF STATE
I, BILL JONES, Secretary of State of the State of Califomia, hereby
certify:
That the attached transcript has been compared with the record on file in
this office, of which it purports to be a copy, and that it is full, true and
correct.
IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of
the State of California this
AUG 27 1997
-----------------------
SEAL /s/ Bill Jones
Secretary of State
CERTIFICATE OF AMENDMENT
OF
<PAGE>
ARTICLES OF INCORPORATION
OF
SOFTTEK TECHNOLOGIES INC.
Mason Conner and Thomas Zender certify that:
1. They are the President and Secretary, respectively, of SoftTek
Technoloaies Inc., a California corporation (the "Company").
2. ARTICLE I of the Articles of Incorporation of the Company is amended to
read as follows :
I
This name of the Corporation is:
VillageFax.com
3. ARTICLE IV of the Articles of Incorporation of the Company is amended to
read as follows:
IV
This Corporation is authorized to issue only one class of shares of stock
which shall be designated as common stock; the total number of shares which
the Corporation is authorized to issue is forty million (40,000,000).,
4. The foregoing amendments of the Articles of Incorporation have been duly
approved by the Board of Directors.
5. The foregoing amendments have been duly approved by the required vote of
the shareholders in accordance with Section 902 of the Corporations Code of the
State of California. The corporation has only one class of shares and the number
of outstanding shares is 12,141,340. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was more than fifty percent (50%).
We further declare under penalty of perjury under the laws f the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated: June 24, 1999 /s/ K. Mason Conner
-- ------------------------
President
/s/ Thomas Zender
------------------------
<PAGE>
Secretary
ARTICLES OF INCORPORATION
OF
SOFTTEK TECHNOLOGIES INC.
I
The name of the Corporation is:
SoftTek Technologies Inc.
II
The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California, other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and address, in the State of California, of this Corporation's
initial agent for service of process is:
Mr. Tim Dales
30555 Trabuco Canyon Road, Suite 100
Trabuco Canyon, CA 92678
IV
This Corporation is authorized to issue only one class of shares of stock
which shall be designated as common stock; the total number of shares which the
Corporation is authorized to issue is 20, 000, 000.
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V
The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
VI
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the Corporation and its shareholders.
DATE: August 25, 1997 /s/ T. Dales
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Tim Dales
Incorporator
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.
DATE: August 25, 1997 /s/ T. Dales
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Tim Dales
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<PAGE>
SECRETARY OF STATE
I, BILL JONES, Secretary of State of the State of California, hereby certify.
That the attached transcript of 1 page (s) has been compared with the record
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on file in this office, of which it purports to be a copy, and that it is full,
true and correct.
IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of
the State of California this day of
AUG 27 1999.
--------------------------
/s/ BILL JONES
Secretary of State
<PAGE>
CERTIFICATE OF MERGER
of
SoftTek Inc.,
A Delaware Corporation
into
SoftTek Technologies Inc.,
A California Corporation
Pursuant to Section 252 of the
General Corporation Law of the State of Delaware
SoftTek Technologies Inc., a California corporation, does hereby certify as
follows:
ARTICLE I
The names of the corporations proposing to merge (collectively, the
"Constituent Corporations"), and the states under the laws of which the
Constituent Corporations are organized, are as follows:
Name of Corporation State of Incorporation
------------------- ----------------------
SoftTek Technologies Inc. California
SoftTek Inc. Delaware
ARTICLE II
An Agreement and Plan of Merger, dated as of Aug 27 , 1997, between
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SoftTek Inc., a Delaware corporation, as the disappearing corporation and
SoftTek Technologies Inc., a California corporation, as surviving corporation,
has been duly adopted, approved, certified, executed and
<PAGE>
acknowledge by each of the Constituent Corporations (the "Plan") in accordance
with Delaware General Corporation Lasw Section 252.
ARTICLE III
The surviving corporation shall be SoftTek Technologies Inc., a California
corporation (the "Surviving Corporation").
ARTICLE IV
The Articles of Incorporation of the Surviving Corporation shall be the
Articles of Incorporation of the Surviving Corporation.
ARTICLE V
The executed Plan is on file at the principal place of business of the
Surviving Corporation, the address of which is 30555 Trabuco Canyon Road, Suite
100, Trabuco Canyon, California 92678.
ARTICLE VI
A copy of the Plan will be furnished by the Surviving Corporation, on
request and without cost, to any stockholder of any Constituent Corporation.
ARTICLE VII
The Surviving Corporation may be served with process in the State of
Delaware in any proceeding for enforcement of any obligation of the disappearing
corporation, as well as for the enforcement of any obligation of the Surviving
Corporation arising from the merger, including any suit or proceeding to enforce
the right of any stockholder as determined in appraisal proceedings pursuant to
the provisions of Section 262 of the Delaware General Corporation Law, and the
Surviving Corporation does hereby irrevocably appoint the Delaware Secretary of
State as its agent to accept service of process in any such suit or other
proceeding. The Address to which a copy of such process should be mailed by
the Delaware Secretary of State is 30555 Trabuco Canyon Road, Suite 100, Trabuco
Canyon, California 92678, until the Surviving Corporation shall have hereafter
designated in writing to the Delaware Secretary of State a different address for
such purpose. Service of such process may be made by personally delivering to
and leaving with the Delaware Secretary of State duplicate copies of such
process, one of which copies the Delaware Secretary of State shall direct to the
Surviving Corporation, by registered or certified mail, at the foregoing
address of the Surviving Corporation.
IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate
of Merger to be executed in its name by its duly authorized officers as of the
12 day of September, 1997.
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<PAGE>
SoftTek Technologies Inc.
By: /s/ T. Dales
--------------------------
Tim Dales, President
ATTEST:
/s/ Thomas Zender
-------------------------
Thomas Zender, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Tim Dales hereby certifies that:
1 . He is the President and Secretary of SoftTek Inc., a Delaware
corporation (the "Corporation")
2. The Agreement and Plan of Merger in the form attached hereto was
duly approved by the Board of Directors and shareholders of the Corporation.
3. The shareholder approval was by the holders of a majority of the
outstanding shares of the Corporation.
4. The Corporation has only one class shares and the number of shares
outstanding is 10,000,000.
We declare under penalty of perjury' under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 27, 1997 /s/ T. Dales
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Tim Dales, President and Secretary
<PAGE>
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered
---------
into this 27 day of August, 1997, by and between SOFTTEK TECHNOLOGIES INC., a
-- ------
CaliforiZa corporation ("Surviving Corporation") and SOFTTEK INC., a Delaware
---------------------
corporation ("Disappearing Corporation"). Surviving Corporation and Disappearing
------------------------
Corporation are sometimes collectively referred to herein as the "Constituent
-----------
Corporations."
------------
R E C I T A L S
- - - - - - - -
A. Surviving Corporation is a wholly-owned subsidiary of Disappearing
Corporation.
B. Surviving Corporation has the authority to issue 20,000,000 shares of
Common Stock, no par value, of which there are presently 100 shares issued and
outstanding as of the date hereof.
C. Disappearing Corporation has the authority to issue 10, 000, 000
shares of Common Stock, no par value., of which there are 10,000,000 shares
issued and outstanding as of the date hereof.
D. The Board of Directors of each of the Constituent Corporations deems
it advisable and in the best interest of each of the Constituent Corporations
and their respective shareholders that Disappearing Corporation be merged into
and with Surviving Corporation as permitted by the California General
Corporation Law.
E. This Agreement has been unanimously approved by the Board of Directors
and the shareholders of each Constituent Corporation.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, Surviving Corporation and Disappearing Corporation
agree to merge pursuant to the following terms and conditions:
1. Merger.
------
1.1 Merger. On the Effective Date (as defined below) Disappearing
------
Corporation shall be merged into and with Surviving Corporation (the "Merger").
Surviving Corporation shall survive the Merger and the separate corporate
existence of Disappearing Corporation shall cease.
1.2 Effective Date. The date on which the Merger occurs and becomes
--------------
effective is hereby defined to be and is hereinafter referred to as the
Effective Date.
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<PAGE>
The Merger shall occur and be effective on the date that the duly executed and
acknowledged Agreement and Plan of Merger with respect thereto is filed with the
California Secretary of State.
1.3 Surviving Corporation. Surviving Corporation shall continue its
corporate existence under the laws of the State of California.
2. Articles of incorporation and Bylaws.
-------------------------------------
The Articles of Incorporation and Bylaws of Surviving Corporation as in
effect on the Effective Date shall be and remain (until amended or repealed as
provided by law), the Articles of Incorporation and Bylaws of the Surviving
Corporation.
3. Officers and Directors.
----------------------
The officers and directors of Surviving Corporation immediately prior to
the Merger shall be the officers and directors, respectively, of the Surviving
Corporation on and after the Effective Date until their successors are elected
and qualified or until their prior resignation, removal or death.
4. Effect of Merger on Outstanding Shares.
---------------------------------------
4.1 Surviving Corporation. On the Effective Date, each share of Surviving
---------------------
Corporation Common Stock issued and outstanding immediately prior to the Merger,
shall cease to exist and shall be cancelled.
4.2 Disappearing Corporation. Each outstanding share of Disappearing
------------------------
Corporation Common Stock issued and outstanding immediately prior to the Merger
shall be converted into one share of Common Stock of Surviving Corporation.
5. Transfer Provisions.
--------------------
5.1 Transfer of Assets and Liabilities. On the Effective Date, the rights,
----------------------------------
privileges, powers, property and franchises and all other interests of the
Disappearing Corporation shall be transferred to, vested in and possessed by the
Surviving Corporation, subject to all the disabilities, duties and restrictions
of or upon the Disappearing Corporation; and all debts due to the Disappearing
Corporation on whatever account, and all things in action or belonging to the
Disappearing Corporation shall be transferred to and vested in the Surviving
Corporation. All property, rights, privileges, powers and franchises, and every
other interest shall thereafter be the property of the Surviving Corporation as
they were of the Disappearing Corporation, and all title to real property
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<PAGE>
vested by deed or otherwise in the Disappearing Corporation shall not revert or
be in any way impaired by reason of the Merger; provided, however, that the
liabilities of the Disappearing Corporation and of its shareholders, officers
and directors shall not be affected, and all rights of creditors and all liens
upon any property of the Disappearing Corporation shall be preserved unimpaired,
and any claim, action or proceeding existing, or pending by or against the
Disappearing Corporation may be prosecuted to judgment as if such Merger had not
taken place except as they may be modified with the consent of such creditors
and all debts, liabilities and duties of or upon the Disappearing Corporation
shall attach to the Surviving Corporation, and may be enforced against it to the
same extent as if such debts, liabilities and duties had been incurred or
contracted by it.
5.2 Further Actions. Each of the parties hereto shall, following the
---------------
Merger, and without charge to the other, take such additional actions and
execute, deliver and file such additional instruments as may be reasonably
required to give effect to the transactions contemplated hereby. The parties
further agree that from time to time and when requested by the Surviving
Corporation, to the extent permitted by law, the officers and directors of
Surviving Corporation and of Disappearing Corporation are fully authorized in
the name of Disappearing Corporation or otherwise to execute and deliver all
such deeds, assignments, confirmations, assurances and other instruments and to
take all such further actions as the Surviving Corporation may deem necessary or
appropriate in order to vest, perfect, confirm or assure the Surviving
Corporation's title to and possession of all of said property, rights,
privileges, powers and franchises and otherwise to carry out the intent and
purposes of this Agreement.
6. Termination or Abandonment.
---------------------------
This Agreement may be terminated and the Merger hereby provided for
abandoned at any time prior to the Effective Date by the mutual consent of the
Board of Directors of each of the Constituent Corporations. In the event of
termination of this Agreement as provided in this Section 6, this Agreement
shall become wholly void and of no effect, and there shall be no liability on
the part of either Constituent Corporation or their Boards of Directors or
shareholders.
7. Other Provisions.
----------------
7.1 GovernincT Law. This Agreement and the rights and obligations
--------------
hereunder of the parties hereto. shall be governed by and construed in
accordance with the laws of the State of California.
7.2 Entire Agreement. This Agreement constitutes the entire agreement
----------------
between the parties relating to the subject matter hereof and is intended as a
complete and exclusive statement of the terms of the agreement between the
parties hereto with respect thereto and supersedes all prior agreements,
representations and understandings, whether written or oral.
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<PAGE>
7.3 Headings. The various headings used in this Agreement are inserted for
--------
convenience only and shall not affect the meaning or interpretation of this
Agreement or any provision hereof.
7.4 Counterparts. This Agreement may be executed simultaneously in two or
------------
more counterparts, each of which shall be deemed to be an original instrument,
but all of such counterparts together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto, pursuant to the approval and authority
duly given by resolutions adopted by their respective shareholders and Boards of
Directors, have caused this Agreement and Plan of Merger to be executed by the
officers set forth below as of the day and year first above written.
"Surviving Corporation": SOFTTEK TECHNOLOGIES INC.,
a California corporation
By: /s/ T. Dales
------------------------------------
Tim Dales, President
By: /s/ Thomas Zender
------------------------------------
Thomas Zender, Chief Executive
Officer and Secretary
"Disappearing Corporation": SOFTTECK INC.,
a Delaware corporation
By: /s/ T.Dales
------------------------------------
Tim Dales
President and Secretary
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<PAGE>
State of Delaware
Office of the Secretary of State PAGE 1
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER,
WHICH MERGES:
"SOFTTEK INC.", A DELAWARE CORPORATION, WITH AND INTO " SOFTTEK TECHNOLOGIES
INC." UNDER THE NAME OF "SOFTTEK TECHNOLOGIES INC.", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF CALIFORNIA, AS RECEIVED
AND FILED IN THIS OFFICE THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 1997, AT 4
O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ Edward J. Freel
------------------------
Edward J. Freel, Secretary of State
<PAGE>
I, BILL JONES, Secretary of State of the State of California, hereby certify.
That the attached transcript of 1 page (s) has been compared with the record on
---
file in this office, of which it purports to be a copy, and that it is full,
true and correct.
IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of
the State of California this day of
JUL 7 1999 .
-------------------------
/s/ BILL JONES
Secretary of State
