RESTATED ARTICLES OF INCORPORATION
OF
SABRE, INC.
Sabre, Inc., a Utah corporation, restates it Articles of Incorporation
pursuant to the provisions of Section 16-10a-1007 of the Utah Code and such
Restatement was approved by Shareholder Action without a meeting on September
20, 2000, upon which date sufficient shares were present and voting to adopt the
Restated Articles of Incorporation. Prior to the Restated Articles being given
effect the shareholders approved a recapitalization of its 15,575,000 issued and
outstanding shares by a reverse split of ten shares into one share whereby the
15,575,000 shares will become 1,557,500 shares. The resolution providing for the
recapitalization was approved by sufficient shares of the common stock issued
and outstanding by shareholder action without a meeting on September 20,2000.
ARTICLE I - CORPORATE NAME
The name of the Corporation is TILLMAN INTERNATIONAL, INC.
ARTICLE II - DURATION
The duration of the Corporation is perpetual.
ARTICLE III - GENERAL PURPOSES
The purposes for which this Corporation is organized are (1) to engage
in marketing, distributing, and selling products and services of any nature, (2)
to provide products and services for distribution, marketing or for sale by
others, (3) to provide for training, guidance, and education of others, (4) to
purchase, own, lease, manage, sell, operate, lease, invest in, develop and
produce any and all real property, personal property, mineral, oil and gas
property and all matters related or ancillary thereto, (5) to develop, research,
produce, distribute, market, or license products, equipment, or services and all
matters related or ancillary thereto, (6) to design, develop and manufacture
products, and (7) to do all things and engage in all lawful transactions which a
Corporation organized under the laws of the State of Utah might do or engage in
even though not expressly stated herein.
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ARTICLE IV - AUTHORIZED SHARES
The aggregate number of shares the Corporation shall have authority to
issue is FORTY MILLION (40,000,000) shares, par value of $0.001 per share. All
stock of the Corporation shall be common and of the same class with the same
rights and preferences. Any stock of the Corporation which is fully paid shall
not be subject to further call or assessment for any purpose.
ARTICLE V - REGISTERED OFFICE AND AGENT
The address of the Corporation's registration office is 350 South 400
East, No. 105, Salt Lake City, Utah 84111. The name of its registered agent at
such address is Wallace T. Boyack.
Acceptance as Registered Agent: _______________________________
ARTICLE VI - ABOLISHMENT OF PRE-EMPTIVE RIGHTS
The authorized and treasury stock of this Corporation may be issued at
such time, upon such terms and conditions and for such consideration as voted
upon by the unanimous approval of the issued and outstanding shares of common
stock of the Corporation. Any and all shareholders have no pre-emptive rights to
acquire unissued shares of the stock of this Corporation.
ARTICLE VII - DIRECTORS
The number of directors constituting the Board of Directors of the
Corporation shall be at least three and no more than nine and the names and
addresses of the persons who are serving as Directors until their successors are
elected and shall qualify, are:
Wallace T. Boyack Thomas Harkness
350 South 400 East, #105 40 South 600 East
Salt Lake City, Utah Salt Lake City, Utah
Jacki Bartholomew
350 South 400 East, # 105
Salt Lake City, Utah
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The number of Directors of the Corporation shall be established by resolution of
the Board of Directors.
ARTICLE VIII - OFFICERS AND DIRECTORS CONTRACTS
No contract or other transaction between this Corporation and any other
corporation or other business entity shall be affected because a Director or
Officer of this Corporation is interested in or is a Director or Officer of such
other corporation; and any Director or Officer, individually or jointly, may be
a party to or may be interested in any Corporation or transaction of this
Corporation or in which this Corporation is interested; and no contract or other
transaction of this Corporation with any person, firm or corporation shall be
affected because any Director or Officer of the Corporation is a party to or is
interested in such contract, act or transaction or any way connected with such
person, firm or corporation, and any person who may become a Director or Officer
of this Corporation is hereby relieved from liability that might otherwise exist
from contracting with the Corporation for the benefit of himself or any firm,
association or corporation in which he may be in any way interested, provided
said Director or Officer acts in good faith.
ARTICLE IX - EXEMPTION FROM CORPORATE DEBTS
The private property of the shareholders shall not be subject to the
payment of any Corporate debts to any extent whatsoever.
ARTICLE X - CLASSES OF COMMON STOCK
There shall be only one (1) class of common stock.
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ARTICLE XI - INDEMNIFICATION
The Corporation shall indemnify each and every officer and director as
determined to the fullest extent possible in accordance with applicable state
law. The Directors shall authorize the payment of the defense of any officer and
director for matters relating to the activities of officers and directors for
all matters relating to the Corporation. The officer and director shall have the
power to select his or their attorney and make decisions regarding the defense
of any matter, but payment of all legal fees and other costs shall be paid by
the Corporation.
Dated this 2nd day of October , 2000.
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SABRE, INC.,
By /s/ Wallace Boyack
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Wallace Boyack
President
By /s/ Thomas L. Harkness
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Thomas L. Harkness
Secretary
