RESTATED
ARTICLES OF INCORPORATION
OF
E.J. NAK MATTRESS COMPANY
(formerly Union Investments, Inc.)
We the undersigned natural persons over the age of twenty-one
(21) years acting as directors of a Corporation under the Utah
Revised Business Corporation Act, hereby adopt the following
Restated Articles of Incorporation for such Corporation and declare
that they shall supersede the original Articles of Incorporation
and all Amendments thereto.
ARTICLE I
CORPORATE NAME
The name of this corporation (hereinafter the Corporation) is
E.J. Nak Mattress Company.
ARTICLE II
DURATION
This Corporation shall be perpetual in existence from the date
of its incorporation unless dissolved or disincorporated in
accordance with the laws of the State of Utah.
ARTICLE III
PURPOSE
The purpose of this Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the Utah
Revised Business Corporation Act.
ARTICLE IV
CAPITALIZATION
The aggregate number of shares of all classes of capital stock
that this Corporation shall have authority to issue is 60,000,000,
of which 50,000,000 shares shall be of a class designated as common
stock (the "Common Stock") with a par value of One Tenth of a Cent
($0.001) per share, and 10,000,000 shares of which shall be of a
class designated as preferred stock (the "Preferred Stock") with a
par value of One Tenth of a Cent ($0.001) per share. The Preferred
Stock shall have preference as to dividends and to liquidation of
the Corporation. The Board of Directors of the Company shall
establish the specific terms, rights, voting privileges and
preferences of such Preferred Stock, or any series thereof. All
fully paid stock of the Corporation shall not be liable to call or
assessment.
ARTICLE V
PREEMPTIVE RIGHTS ABOLISHED
The authorized and treasury stock of this Corporation may be
issued at such time, upon such terms and conditions and for such
consideration as the Board of Directors shall determine.
Shareholders shall not have preemptive rights to acquire unissued
shares of the stock of this Corporation.
ARTICLE VII
INTERNAL AFFAIRS
The Board of Directors may adopt and amend By-Laws for the
management and control of the Corporation and the defining of the
duties of the corporate officers. Such By-Laws shall not be
inconsistent with the laws of the State of Utah, the Utah Revised
Business Corporation Act nor with these Articles.
ARTICLE VIII
REGISTERED OFFICE AND AGENT
The registered office of the Corporation shall be 1648 South
Main Street, Bountiful, Utah 84010, and the registered agent at
such address shall be John A. Nak. This Corporation may do
business at any place within or without the State of Utah, and may
accordingly appoint business agents anywhere in the United States
or elsewhere, by resolution of its Board of Directors.
ARTICLE IX
DIRECTORS
The members of the governing board of this corporation are
styled "directors" and the number of persons on such board shall be
not less than three (3) nor more than nine (9), to be prescribed by
the By-Laws of this corporation. The number of directors may be
changed as provided by the Utah Revised Business Corporation Act.
The names and addresses of the persons currently serving as the
directors of this corporation are:
John A. Nak 1648 South Main Street
Bountiful, Utah 84010
Ernest B. Nak 1648 South Main Street
Bountiful, Utah 84010
ARTICLE X
OFFICERS AND DIRECTORS CONTRACTS
No contract or other transaction between this corporation and
any other corporation shall be affected by the fact that a Director
or officer of this Corporation is interested in or is a Director or
officer of such other corporation; and any Director, 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 by the fact that any Director of this 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 every
person who may become a Director 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 acts in good faith.
ARTICLE XI
INDEMNIFICATION
To the fullest extent permitted by the Utah Revised Business
Corporation Act or any other applicable law as now in effect or as
it may hereafter be amended, a director of this Corporation shall
not be personally liable to the Corporation or its shareholders for
monetary damages for any action taken or any failure to take any
action, as a director. Neither any amendment nor appeal of this
Article XI, nor the adoption of any provision in these Articles of
Incorporation inconsistent with this Article XI, shall eliminate or
reduce the effect of this Article XI in respect of any matter
occurring, or any cause of action, suit or claim that, but for this
Article XI, would accrue or arise, prior to such amendment, repeal
or adoption of an inconsistent provision. As the Board of
Directors may from time to time provide in the By-Laws or by
resolution, the Corporation may indemnify its officers, directors,
employees, agents and other persons to the full extent permitted by
the Utah Revised Business Corporation Act.
ARTICLE XII
ACTION BY WRITTEN CONSENT
To the maximum extent permitted by the Utah Revised Business
Corporation Act, any action which may be taken at any annual or
special meeting of shareholders, except for the election of
directors, may be taken without a meeting and without prior notice
if one or more consents in writing setting forth the action to
take, shall be signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary
to authorize or take the action at a meeting at which all shares
entitled to vote thereon were present and voted.
The foregoing Restated Articles of Incorporation for E.J. Nak
mattress Company, Inc., formerly known as Union Investments, Inc.,
were duly adopted by shareholders of the Corporation holding a
majority of the outstanding shares of common stock. At the Special
Meeting of Shareholders held March 31, 1999 (the "Meeting"), the
number of shares of the Corporation's common stock outstanding and
entitled to vote on the Restated Articles of Incorporation and
foregoing amendments was 49,200,000. A total of 30,087,750 shares
voted FOR adopting the Restated Articles of Incorporation
(representing approximately 61% of the issued and outstanding
shares of the Corporation) and 39,000 shares voted AGAINST.
The Restated Articles of Incorporation include the addition of
a new Article XI pertaining to Indemnification and a new Article
XII pertaining to Action by Written Consent. Prior Article X
pertaining to Incorporators, which is no longer relevant, has been
deleted. Also, as ratified by the shareholders at the Meeting,
Article I has been amended to reflect the new name of the
Corporation as E.J. Nak Mattress Company (formerly Union
Investments, Inc.); Article III has been amended to change the
purpose of the Corporation to a general purpose; and Article IV
has been amended to add to the authorized capital of the
Corporation 10,000,000 shares of preferred stock. The Restated
Articles of Incorporation have been re-numbered and certain
wording has been revised as deemed appropriate.
IN WITNESS WHEREOF, these Restated Articles of Incorporation
are hereby executed this 31st day of March, 1999.
____________________________________
John A. Nak, President and Director
The Undersigned hereby accepts and acknowledges appointment as
the registered agent of the Corporation named above, and confirms
that the undersigned meets the requirements of Section 501 of the
Utah Revised Business Corporation Act.
____________________________________
JOHN A. NAK, Registered Agent
