ARTICLES OF MERGER
OF
THE ART BOUTIQUE
(A Wyoming corporation)
and
KEARNEY, INC.
(A Wyoming corporation)
The Undersigned, being President of The Art Boutique, Inc., a Wyoming
corporation, and the President of Kearney, Inc., a Wyoming corporation
(collectively "the constituent entities"), hereby certify as follows:
1. Pursuant to Wyoming Statutes, a Plan of Merger has been approved
by the board of directors of The Art Boutique, Inc., a Wyoming
corporation, and Kearney, Inc., a Wyoming corporation.
2. The approval of shareholders of the Constituent Entities of
Kearney, Inc. and The Art Boutique, Inc. is not required under
Wyoming Statute 17-16-1104, because The Art Boutique, Inc. owns
100% of the issued and outstanding stock of Kearney, Inc.
3. Pursuant to Wyoming Statutes, The Art Boutique, Inc., a Wyoming
corporation, the parent corporation, and owner of 100% of the
issued and outstanding shares of Kearney, Inc., a Wyoming corpo-
ration, its subsidiary, has adopted a Resolution to merge the
subsidiary, Kearney, Inc., into the Parent, The Art Boutique,
Inc.
4. No Notice is necessary to be mailed to all shareholders of
Kearney, Inc. or The Art Boutique, Inc. because Kearney, Inc. is
a wholly owned subsidiary of The Art Boutique, Inc.
5. The complete and executed Plan of Merger is on file at the Reg-
istered Offices of the corporation at 214 S. Center, Casper, WY
82601 and is attached hereto as Exhibit A.
6. The name of The Art Boutique, Inc., the Wyoming corporation
shall not be changed.
Effective upon filing with the Secretary of State of Wyoming.
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THE ART BOUTIQUE, INC. KEARNEY, INC.
a Wyoming corporation a Wyoming corporation
/s/ William A. Erickson /s/ Ronald A. Shogren
By:--------------------------------- By:----------------------------
William A. Erickson Ronald A. Shogren
--------------------, President/Secy -----------------, President/Secy
(Printed Name) (Printed Name)
