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EXHIBIT 3.2
FILED Filing Fee: $25.00
IN THE OFFICE OF THE By:
SECRETARY OF STATE OF THE Attn: C.J. Erickson
STATE OF NEVADA Suite 1400 First National Bank
Building
JUN - 2 1980 One East First Street
No. 2465-73 Reno, Nevada 89501
AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
BLACK GIANT OIL COMPANY
* * * * *
Pursuant to the provisions of Section 78.385 of the Nevada Revised
Statutes, Black Giant Oil Company adopts the following Amendment to its Articles
of Incorporation:
1. The undersigned hereby certify that on Tuesday. February 26, 1980, at
9:00 o'clock a.m., local time, a Special Meeting of the Board of Directors was
duly held and convened at which there was present a quorum of the Board of
Directors acting throughout all proceedings and at which tine the following
resolution was duly adopted by the Board of Directors:
BE IT RESOLVED: That the President of Black Giant Oil Company is
hereby ordered and directed to call, and convene a Special Meeting
of Stockholders of Black Giant Oil Company for Tuesday, March 25,
1980, at 1:30 p.m., local time, at 1304 Avenue "L" in Cisco, Texas
76437 for the following purpose:
To amend the Articles of Incorporation as follows:
To amend Article IV of the Articles of Incorporation to
provide that the corporation shall have authority to issue an
aggregate of 20.000,000 shares of stock having a par value of
$0.0125 per share, with a11 other rights as set forth under
Article IV to remain the same.
2. A Special Meeting of the Stockholders was held on Tuesday. March 25,
1980.
With regard thereto the undersigned hereby certify as follows:
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(a) A Notice of the Special Meeting of stockholders was mailed to each
stockholder on Monday. March 10, 1980.
(b) There were present, either by proxy or in person, 903,133 shares of
the 1,367,800 shares outstanding of Black Giant Oil Company.
(c) The proposal to the Amendment of the Articles of incorporation which
is set forth as follows was adopted by 902,515 shares. There were 618
shares voting against the proposal.
(d) The Amendment to the Articles of Incorporation is as follows:
IV
The corporation shall have authority to issue an aggregate of 20,000,000
shares of common stock having a par value of $0.0125 per share.
The limitations and relative rights in respect to shares of common stock
described in this Article IV shall be as follows:
A. All stock when issued shall be fully paid and non-assessable.
B. No holder of shares of common stock of the corporation shall be
entitled, as such, to any pre-emptive or preferential right to subscribe
to any unissued stock or any other securities which the corporation may
now or thereafter be authorized to issue. The Board of Directors of the
corporation may, however, in its discretion by resolution determine that
any unissued securities of the corporation shall be offered for
subscription solely to the holders of any class or classes of such stock,
in such proportions based on stock ownership as said Board in its
discretion may determine.
C. Each share of common stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy. Cumulative voting in
elections of directors and all other matters brought before stockholders'
meetings, whether they be annual or special, shall not be permitted.
D. The Board of Directors may cause any stock issued by the corporation to
be issued subject to such lawful restrictions, qualifications,
limitations, or special rights as they deem fit; provided, however, that
such special restrictions, qualifications, limitations or special rights
shall be conspicuously noted on the certificate evidencing ownership of
such stock.
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E. The corporation's common stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors, provided
that the consideration so fixed is not less than par value.
F. Subject to the limitations end relative rights herein expressed, all
holders of shares of the corporation's common stock shall, subject to the
requirements of any applicable law, be entitled equally (on a per share
basis) to all usual rights and privileges of shareholders.
DATED: This 19th day of April, 1980.
BLACK GIANT OIL COMPANY
By /s/ Ivan Webb
-------------------------------
Ivan Webb, President
ATTEST:
/s/ Susan Schaefer
-------------------
(Assistant Secretary)
STATE OF TEXAS )
) ss.
COUNTY OF EASTLAND )
On this 19th day of April, 1980, before me, the undersigned, a Notary
Public, personally appeared IVAN WEBB, President, and Susan Schaefer (Assistant
Secretary) of BLACK GIANT OIL COMPANY, known to me to be the persons who
executed the foregoing instrument and who acknowledged to me that they executed
the same freely and voluntarily and for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto fixed my hand and affixed my official
seal the day and year first above written.
/s/ Effie Kamon
-------------------------------
Notary Public, residing in
Eastland County, Texas
My Commission expires:
February 14, 1981
-------------------------------
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 22 1998
No. C2465-73
Dean Heller, Secretary of State
AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
BLACK GIANT OIL COMPANY
* * * * *
Pursuant to the provisions of Section 78.385 of the Nevada Revised
Statutes, Black Giant Oil Company adopts the following amendment to its Articles
of Incorporation:
1. The undersigned hereby certify that on Friday, May 29, 1998, at 9:00
o'clock a.m., local time, a Special Meeting of the Board of Directors was duly
held and convened at which there was present a quorum of the Board of Directors
acting throughout all proceedings and at which time the following resolution was
duly adopted by the Board of Directors:
BE IT RESOLVED: That the President of Black Giant Oil Company is
hereby ordered and directed to call and convene an Annual Meeting of
Stockholders of Black Giant Oil Company for Friday, June 19, 1998,
at 2:00 p.m., local time, at 1301 Avenue M, Cisco, Texas 76437 for
the following purpose:
To amend the Articles of Incorporation as follows:
To amend Article IV of the Articles of Incorporation to provide
that the corporation shall have authority to issue an aggregate
of 100,000,000 shares of Common Stock having a par value of
$0.0125 per share, and 10,000,000 shares of Preferred Stock
having a par value of $0.10 per share, with all other rights
set forth under Article IV to remain the same.
2. An Annual Meeting of the Stockholders was held on Friday, June 19,1998.
With regard thereto, the undersigned hereby certify as follows:
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(a) A notice of the Annual Meeting of stockholders was mailed to each
stockholder on Monday, June 8, 1998.
(b) There were present, either by proxy or in person, 10,835,635
shares of the 19,842,477 shares of Common Stock outstanding of Black Giant Oil
Company.
(c) The proposal to the Amendment of the Articles of Incorporation
which is set forth below was adopted by 10,807,352 shares. There were 19,955
shares voting against the proposal and 8,328 abstained.
(d) The Amendment to the Articles of Incorporation is as follows:
IV
The corporation shall have authority to issue an aggregate of 100,000,000
shares of common stock having a par value of $0.0 125 per share.
The limitations and relative rights in respect to shares of Common Stock
described in this Article IV shall be as follows:
A. All stock when issued shall be fully paid and non-assessable.
B. No holder of shares of Common Stock of the Corporation shall be
entitled, as such, to any pre-emptive or preferential right to subscribe
to any unissued stock or any other securities which the Corporation may
now or thereafter be authorized to issue. The Board of Directors of the
Corporation may, however, in its discretion by resolution determine that
any unissued securities of the corporation shall be offered for
subscription solely to the holders of any class or classes of such stock,
in such proportions based on stock ownership as said Board in its
discretion may determine.
C. Each share of Common Stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy. Cumulative voting in
elections of directors and all other matters brought before stockholders'
meetings, whether they be annual or special, shall not be permitted.
D. The Board of Directors may cause any stock issued by the Corporation to
be issued subject to such lawful restrictions, qualifications,
limitations, or special rights as they deem fit; provided, however, that
such special restrictions, qualifications, limitations or special rights
shall be conspicuously noted on the certificate evidencing ownership of
such stock.
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E. The Corporation's Common Stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors, provided
that the consideration so fixed is not less than par value.
F. Subject to the limitations, and relative rights herein expressed, all
holders of shares of the Corporation's Common Stock shall, subject to the
requirements of any applicable law, be entitled equally (on a per share
basis) to all usual rights and privileges of shareholders.
G. Preferred Stock. The aggregate number of shares of Preferred Stock
which the Corporation shall have the authority to issue is 10,000,000
shares which Preferred Stock shall have a par value of $0.10 per share.
The Preferred Stock may be divided and issued from time to time in one or
more series as may be designated by the Board of Directors (The "Board")
of the Corporation, each such series to be distinctly titled and to
consist of the number of shares designated by the Board. All shares of any
one series of Preferred Stock as designated by the Board shall be alike in
every particular, except that shares of any one series issued at different
times may differ as to the date from which dividends thereon, if any,
shall accrue or be cumulative, or both. The designations or preferences,
qualifications, limitations restrictions, and other optional, special,
participating or relative rights, if any, of the Preferred Stock and each
series thereof, which may be designated by the Board, including but
without limiting the generality of the foregoing, shall include the
following:
1. The voting rights and powers, if any, of such Preferred Stock and
each series thereof;
2. The rates and times at which, and the terms and conditions on
which dividends, if any, on each series of Preferred Stock will be
paid, and any dividend preferences or rights of cumulating;
3. The rights, if any, of holders of Preferred Stock, and each
series thereof, to convert the same into, or exchange the same for,
shares of other classes or series of classes, of capital stock of
the Corporation and the terms and conditions for such conversion or
exchange, including provisions for adjustments of conversion or
exchange prices or rates in such events as the Board shall
determine;
4. The redemption rights, if any, of the Corporation and the holders
of the Preferred Stock and each series thereof and the terms at
which, and the terms and conditions on which, Preferred Stock, and
each series thereof, may be redeemed;
5. The rights and preferences, if any, of the holders of Preferred
Stock, and each series thereof, upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; and
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6. A stated value per share for dividend or conversion purposes.
DATED: This 20th day of July, 1998.
BLACK GIANT OIL COMPANY
By /s/ Ivan Webb
-------------------------------
Ivan Webb, President
ATTEST:
/s/ Elizabeth Webb
--------------------------------
Elizabeth Webb, Secretary
STATE OF TEXAS )
) ss.
COUNTY OF EASTLAND )
On this 20th day of July, 1998, before me, the undersigned, a Notary
Public, personally appeared IVAN WEBB, President, and ELIZABETH WEBB, Secretary
of BLACK GIANT OIL COMPANY, known to me to be the persons who executed the
foregoing instrument and who acknowledged to me that they executed the same
freely and voluntarily and for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto fixed my hand and affixed my official
seal the day and year first above written.
/s/ Joetta Schuman
-----------------------------------
Notary Pubic, residing in
Eastland, Texas
[STAMP]
My commission expires:
6-22-2001
--------------------------
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FILED # C2465-73
FEB 10 2000
BY THE OFFICE OF
DEAN HELLER SECRETARY OF STATE
AMENDMENT TO THE ARTICLES OF INCORPORATION OF
BLACK GIANT OIL COMPANY
* * * * *
Pursuant to the provisions of Section 78.385 of the Nevada Revised
Statutes, Black Giant Oil Company adopts the following amendment to its Articles
of Incorporation:
The undersigned hereby certify that on Tuesday, February 8, 2000, at 9:00
o'clock a.m., local time, a Special Meeting of the Board of Directors was
duly held and convened at which there was present a quorum of the Board of
Directors acting throughout all proceedings and at which time the
following resolution was duly adopted by the Board of Directors:
BE IT RESOLVED: That the President of Black Giant Oil Company hereby
ordered and directed a special meeting of the Board of Directors with
representation of a majority of the shares of Black Giant Oil Company
Tuesday, February 8, 2000 to amend Article I of the Article of
Incorporation as follows:
I. The name of the corporation shall be:
BROADBAND WIRELESS INTERNATIONAL CORPORATION
With regard thereto, the undersigned hereby certify,' as follows:
(a) There were present either by proxy or in person 44,994,436
shares of the 71,356,537 shares of Common Stock outstanding of
Black Giant Oil Company.
(b) All of 44,994,436 shares present adopted this proposal for the
Amendment of the Articles of Incorporation.
(c) The Amendment passed with 63.06 percent of the issued and
outstanding shares in favor of this resolution.
DATED: This 9th day of February, 2000.
ATTEST: BLACK GIANT OIL COMPANY
/s/ Elizabeth Webb By: /s/ Ivan Webb
----------------------------- --------------------------------
Elizabeth Webb, Secretary Ivan Webb, President
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STATE OF TEXAS )
COUNTY OF Eastland )
This instrument was acknowledged before me on February 9, 2000 by Ivan Webb
President and Elizabeth Webb, Secretary of Black Giant Oil Company a Nevada
corporation, on behalf of said corporation.
/s/ Joetta Schuman
-----------------------------------
Notary Pubic
[STAMP]
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAR 21 2000
No. C2465-73
Dean Heller, Secretary of State
AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
BROADBAND WIRELESS INTERNATIONAL CORPORATION
* * * * *
Pursuant to the provisions of Section 78.385 of the Nevada Revised
Statutes, BroadBand Wireless International Corporation adopts the following
amendment to its Articles of Incorporation:
The undersigned hereby certify that on Tuesday, February 29, 2000, at 9:00
o'clock a.m., local time, a Special Meeting of the Board of Directors was
duly held and convened at which there was present a quorum of the Board of
Directors acting throughout all proceedings and at which time the
following resolution was duly adopted by the Board of Directors:
BE IT RESOLVED: That the President of BroadBand Wireless International
Corporation hereby ordered and directed a special meeting of the Board of
Directors with representation of a majority of the shares of BroadBand
Wireless International Corporation Tuesday, February 29, 2000 to amend
Article IV of the Article of Incorporation as follows:
I. The name of the corporation shall be:
BROADBAND WIRELESS INTERNATIONAL CORPORATION
IV. To amend Article IV of the Articles of Incorporation to provide that
the corporation shall have authority to issue an aggregate of
250,000,000 shares of Common Stock having a par value of $0.0 125
per share, and have 25,000,000 shares of Preferred Stock having a
par value of $0.10 per share, with all other rights set forth under
Article IC to remain the same.
With regard thereto, the undersigned hereby certify as follows:
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(a) There were present either by proxy or in person 40,484,707
shares of the 71,356,537 shares of Common Stock outstanding of
BroadBand Wireless International Corporation.
(b) All of 40,484,707 shares present adopted this proposal for the
Amendment of the Articles of Incorporation.
(c) The Amendment passed with 56.73 percent of the issued and
outstanding shares in favor of this resolution.
DATED: This 29th day of Feb, 2000.
ATTEST: BroadBand Wireless International Corporation
/s/ Elizabeth Webb By: /s/ Ivan Webb
----------------------------- ----------------------------------------
Elizabeth Webb, Secretary Ivan Webb, President
STATE OF TEXAS )
COUNTY OF Eastland (JS)
This instrument was acknowledged before me on February 29, 2000 by Ivan
Webb, President and Elizabeth Webb, Secretary of BroadBand Wireless
International Corporation, a Nevada corporation, on behalf of said corporation.
/s/ Joetta Schuman
----------------------------------------
Notary Pubic
[STAMP]
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