AMENDMENT TO THE ARTICLES OF INCORPORATION 98410036
File Number 5636-939-2
98410036
7531/0138 27 001 Page 1 of 6
1998-05-18- 11:35:02
Cook County Recorder 31.00
State of Illinois
Office of
The Secretary of State
Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
DRAYTON HALL & CO.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the pwers vested in me by law, do hereby issue this certificate and
attach hereto a copy of the Application of the aforesaid corporation.
[graphic omitted : state seal]
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois, at the City of Springfield, this 13th day of May
A.D. 1998 and of the Independence of the United States the two hundred and 22nd.
[signature]
George H. Ryan
Secretary of State
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Form BCA-10.30 ARTICLES OF AMENDMENT File #5636-939-2
Filed May 14 1998
George H. Ryan
Secretary of State
1. CORPORATE NAME: Drayton Hall & Co.
(note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted on May
9, 1991 in the manner indicated below. (X on box only)
___ By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(note 2)
___ By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(note 2)
___ By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(note 3)
_X_ By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(note 4)
___ By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(notes 4 & 5)
___ By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(note 5)
3. TEXT OF AMENDMENT
a. When amendment effects a name change, insert the new corporate
name below. Use page 2 for all other amendments.
Article I: The name of the corporation is:
Pacific TelCom, Inc.
(new name)
b. (if amendment affects the corporate purpose, the amended purpose
is required to be set forth in its entirety. If there is not
sufficient space to do so, add on or more sheets of this size)
SEE ATTACHED
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4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares or a reduction of
the number of authorized shares of any class below the number of
issued shares of that class provided for or effected by this
amendment, is as follows:
NO CHANGE
5. (a) The manner, if not set forth in Article 3b, in which said
amendment effects a change in the amount of paid-in capital (paid-in
capital replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts) is as follows:
NO CHANGE
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in surplus and is equal to the total of these
accounts) as changed by this amendment is as follows:
Before amendment After amendment
Paid-in Capital _______________ ______________
6. The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirms under penalties of
perjury, that the facts stated herein are true.
Dated May 9, 1998 Drayton Hall & Co.
Attested by [signature]
Kenneth G. Mason, Secretary
[signature]
Edward L. Daniel, President
7. If amendment is authorized pursuant to Section 10.10 by the
incorporators, the incorporators must sign below, and type or print
name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10
and there are no officers, then a majority of the directors or such
directors as may be designated by the board, must sign below, and type
or print name and title.
The undersigned affirms, under the penalties of perjury, that the
facts stated herein are true.
NOTES and INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of
the office of the Secretary of state, BEFORE any amendments herein
report.
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NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected.
NOTE 3: Directors may adopt amendments without shareholder approval in alloy
seven instances, as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation
(b) to remove the name and address of the initial registered agent
and registered office , provided a statement pursuant to Section
5.10 is also filed
(c) to increase, decrease, create or eliminate the par value of the
shares of any class, so long as no class or series of shares is
adversely affected
(d) to split the issued whole shares and unissued authorized shares
by multiplying them by a whole number, so long as no class or
series is adversely affected thereby;
(e) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co." or "ltd." for a similar word
or abbreviation in the name, or by adding a geographical
attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05
(g) to reinstate the articles of incorporation as currently amended
NOTE 4: All amendments not adopted under Section 10.10 or Section 10.15
require (1) that the board of directors adopt a resolution setting
forth the proposed amendment and (2) that the shareholders approve the
amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(either annual or special) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (but if class voting applies, then
also at least a 2.3 vote within each class is required)
The articles of incorporation may supersede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitled to vote and not less that
a majority within each class when class voting applies. (section
10.10)
NOTE 5: When shareholder approval is by consent, all shareholders must be
given notice of the proposed amendment at least 5 days before the
consent is signed. If the amendment is adopted, shareholders who have
not signed the consent must be promptly notified of the passage of the
amendment.
(Section 7.10 and 10.20)
<PAGE>
TEXT OF AMENDMENT 3B.
To operate, own, manage, and control a company engaged in automated
telecommunications and task management services and the sale of
telecommunications products.
To purchase, exchange, acquire, lease, own mortgage, encumber, improve, or cause
to be improved, use, lend, borrow, produce, manufacture, assemble, construct,
operate, service, maintain, convey and subdivide, plat, trade and deal in any
property, real, personal or mixed, choices in action, or an interest therein,
either directly or indirectly, as personal or mixed, choices in action, or an
interest therein, either directly or indirectly , as license or franchisee,
individually or in association with other individuals, partnerships, firms,
corporations, or entities, whether public, governmental, or private, and
generally to engage in or conduct any form of manufacturing, mercantile,
service, or real estate enterprise as may be necessary or convenient in
connection with any business of the corporation not contrary to the Illinois
Business Corporation Act, within the State of Illinois, and in the various other
states, territories, and dependencies of the United States, in the District of
Columbia, and in any or all foreign countries, not as real estate brokers.
To have and exercise all powers necessary to convenient to effect any or all of
the purposes for which the corporation is formed and for any lawful purpose
under the Business Corporation Act of 1983.
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