Exhibit 3(i)
STATE OF UTAH
ARTICLES OF INCORPORATION
OF
A-Z SOUTH STATE CORPORATION
The undersign incorporator, desiring to form a corporation under the laws and
constitution of the State of Utah, does hereby sign and deliver, in duplicate,
to the Division of Corporations and Commercial Code of the State of Utah, the
Articles of Incorporation for A-Z South State Corporation.
ARTICLE ONE
NAME
The name of the Company shall be A-Z SOUTH STATE CORPORATION
ARTICLE TWO
PURPOSE
The Corporation is organized to engage in any lawful act or activity for which a
corporation may be organized consistent with the laws of the State of Utah and
of the United States of America.
ARTICLE THREE
BOARD OF DIRECTORS
The affairs of the Corporation shall be governed by a Board of Directors. The
initial Board of Directors shall be:
Director Mailing Address
Richard D. Surber 268 West 400 South, Suite 300
Salt Lake City, Utah 84101
ARTICLE FOUR
AUTHORIZED SHARES
The Corporation shall have the authority to issue Fifty Million (50,000,000)
shares of common stock, $0.001 par value ("Common Stock"). Shares of any class
may be issued, without shareholder action, from time to time in one or more
series as may from time to time be determined by the Board of Directors. The
Board of Directors is hereby expressly granted authority, without the necessity
of shareholder action, and within the limits set forth in the Utah Revised
Business Corporation Act, to:
1. Designate in whole or in part, the preferences, limitations, and
relative rights of any class of shares before the issuance of any
shares of that class;
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2 Create one or more series within a class of shares, fix the number of
shares of each such series, and designate, in whole or part, the
preferences, limitations, and relative rights of the series, all
before the issuance of any shares of that series;
3. Alter or revoke the preferences, limitations, and relative rights
granted to or imposed upon any wholly unissued class of shares or any
wholly unissued series of any class of shares;
4. Increase or decrease the number of shares constituting any series, the
number of shares of which was originally fixed by the Board of
Directors, either before or after the issuance of shares of the
series; provided that, the number may not be decreased below the
number of shares of the series then outstanding, or increased above
the total number of authorized shares of the applicable class of
shares available for designation as a part of the series; and
5. Increase or decrease the number of authorized shares, so long as the
increase or decrease is consistent with the provisions of the Utah
Revised Business Corporation Act or successor statute of like tenor.
The allocation between the classes, or among the series of each class, of
unlimited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be designated by the Board of Directors. All
rights accruing to the outstanding shares of the Corporation not expressly
provided or to the contrary herein or in the Corporation's bylaws or in any
amendment hereto or thereto shall be vested in the Common Stock. Accordingly,
unless and until otherwise designated by the Board of Directors and subject to
any superior rights as so designated, the Common Stock shall have unlimited
voting rights and shall be entitled to receive the net assets of the Corporation
upon dissolution.
The capital stock of the Corporation shall be issued as fully paid, and the
private property of the shareholders shall not be subject to pay debts,
obligations, or liabilities of the Corporation, and no paid up stock, and no
stock issued as fully paid up shall ever be assessable or assessed.
The holders of shares of capital stock of the Corporation shall not be permitted
to preemptive or preferential rights to subscribe to any unissued stock or any
other securities which the Corporation may now or hereafter be authorized to
issue.
The Corporation's capital stock may be issued and sold from time to time for
such consideration as may be fixed by the Board of Directors.
The shareholders shall not possess cumulative voting rights.
ARTICLE FIVE
CONTROL SHARES
No shareholders shall have the right to demand payment for his or her shares in
the event of a control share acquisition as provided for in Section 61-6-12 of
the Utah Revised Business Corporation Act or successor statute of like tenor,
which section shall not be applicable to the Corporation.
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ARTICLE SIX
PERPETUAL EXISTENCE
The period of existence of the Corporation shall be perpetual.
ARTICLE SEVEN
BYLAWS
The initial bylaws of the Corporation shall be adopted by its Board of
Directors. The power to alter, amend, or repeal the bylaws, or to adopt new
bylaws, shall be vested in the Board of Directors, except as otherwise may be
specifically provided by law or in the bylaws.
ARTICLE EIGHT
SHAREHOLDERS MEETINGS
Meetings of shareholders shall be held at such place within or without the State
of Utah as may be provided by the Corporation's bylaws. Special meetings of the
shareholders may be called by the president or any other executive officer of
the Corporation, the Board of Directors, or any member thereof, or by the record
holder or holders of at least ten percent (10%) of al shares entitled to vote at
the meeting. Any action otherwise required to be taken at a meeting of the
shareholders, except election of directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by
shareholders having at least a majority of the voting power.
ARTICLE NINE
LIMITATION ON LIABILITY
To the fullest extent permitted by Utah statutes or any other applicable law as
now in effect or as it may hereafter by amended, a director of the Corporation
shall have no personal liability to the Corporation or its shareholders for
monetary damages for any action taken or any failure to take any action as a
director.
ARTICLE TEN
INDEMNIFICATION
To the fullest extent permitted by the Utah statutes or any other applicable law
as now in effect or as it may hereafter by amended, the Corporation shall
indemnify directors and executive officers as defined in the bylaws. The
Corporation may indemnify employees, fiduciaries, and agents to the extent
provided for in the bylaws or authorized by the Board of Directors.
ARTICLE ELEVEN
REGISTERED AGENT
The address of the Corporation's registered office is 268 West 400 South, Suite
311, Salt Lake City, Utah 84101. The name of the registered agent of the
Corporation at the Corporation's registered office is Michael Golightly.
I hereby accept my appointment as registered agent for the
Corporation:
November 30, 1999 /s/ Michael Golightly
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Michael Golightly
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ARTICLE TWELVE
INCORPORATOR
The name and address of the incorporator of the Corporation is as follows:
NAME ADDRESS
Richard Surber 268 West 400 South, Suite 300
Salt Lake City, Utah 84101
IN WITNESS WHEREOF, the undersigned incorporator affirms and acknowledges, under
penalties of perjury, that the foregoing instrument is my act and deed and that
the facts stated herein are true.
DATED this 30th day of November, 1999.
/s/ Richard Surber
Richard Surber
State of Utah }
}ss.
County of Salt Lake }
On the 30th day of November, 1999, before me, a Notary Public personally
appeared Richard Surber, who is personally known to me to me and who by me duly
sworn, did say that he is the incorporator of A-Z South State Corporation and
that the foregoing document was signed by him. That on this same day personally
appeared Michael Golightly, who is personally known to me and who by me duly
sworn, did say that he signed the foregoing document to accept his appointment
as registered agent for A-Z South State Corporation.
/s/
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Notary Public
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