Appendix "B"
STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION
FIRST: The name of this corporation is Torchmail Communications, Inc.
SECOND: The corporation's registered office in the State of Delaware is to be
located at 1209 Orange Street, in the City of Wilmington, County of New Castle,
State of Delaware, Zip Code 19801. The registered agent in charge thereof is The
Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
FOURTH: The corporation shall have the authority to issue two hundred million
(200,000,000) shares of common stock, $0.001 par value ("Common Stock") and ten
million (10,000,000) shares of preferred stock, $0.001 par value. Shares of any
class of stock 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 Corporation's board of directors is hereby expressly granted
authority, without the necessity of shareholder action, and within the limits
set forth in the Delaware Corporation Law, to:
(a) 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;
(b) create one or more series within a class of shares, fix the number
of shares of each such series, and designate, in whole or in part, the
preferences, limitations, and relative rights of the series, all
before the issuance of any shares of that series;
(c) 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; and
(d) 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 part of the series.
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 as designated by the board of directors.
All rights accruing to the outstanding shares of the Corporation not expressly
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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 Corporation's 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 entitled
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 Corporations'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.
FIFTH: Meetings of shareholders shall be held at such place within or without
the State of Delaware 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
all shares entitled to vote at the meeting. Any action otherwise required to be
taken at a meeting of the shareholders 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.
SIXTH: The Corporation shall indemnify its directors, officers, employees,
fiduciaries and agents and limit the extent of their personal liability to the
fullest extent permitted under the Delaware Corporations Law
Every person who was or is a party or is threatened to be made a party to or is
involved in any action, suit or proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person for
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a director
or officer of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
to the fullest extent legally permissible under the law of the State of Delaware
from time to time against all expenses, liability and loss (including attorney's
fees, judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right which may be enforced in any manner
desired by such person. Such right of indemnification shall not be exclusive of
any other right which such directors, officers or representatives may have or
hereafter acquire and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any
By-Law, agreement, vote of stockholders, provision of law or otherwise, as well
as their rights under this Article.
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Without limiting the application of the foregoing, the Board of Directors may
adopt By-Laws from time to time with respect to indemnification to provide at
all times the fullest indemnification permitted by the law of the State of
Delaware and may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation, or
as its representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
The private property of the Stockholders, Directors and Officers shall not be
subject to the payment of corporate debts to any extent whatsoever.
No director, officer or shareholder shall have any personal liability to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except that this provision does not eliminate nor limit in
any way the liability of a director or officer for:
(a) Acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) The payment of dividends in violation of provisions of the
Delaware Corporations Law.
SEVENTH: The corporation, by action of its directors, and without action by its
shareholders, may purchase its own shares in accordance with the provisions of
the Delaware Corporations Law. Such purchases may be made either in the open
market or at a public or private sale, in such manner and amounts, from such
holder or holders of outstanding shares of the corporation and at such prices as
the Board of Directors shall from time to time determine.
EIGHTH: The 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.
NINTH: The capital stock, after the amount of the subscription price has been
paid in money, property, or services, as the Board of Directors shall determine,
shall be subject to no further assessment to pay the debts of the corporation,
and no stock issued as fully paid up shall ever be assessable or assessed, and
these Articles of Incorporation shall not and cannot be amended, regardless of
the vote therefore, so as to amend, modify or rescind this Article NINTH, or any
of the provisions hereof.
TENTH: The corporation shall continue in existence perpetually unless sooner
dissolved according to law.
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ELEVENTH: The name and mailing address of the incorporator is as follows:
Name: Richard D. Surber
Mailing Address: 268 West 400 South, Suite 300,
Salt Lake City, Utah 84101
TWELFTH: The members of the governing Board of the Corporation shall be styled
"Directors", and the first Board shall be One (1) in number. The Number of
directors shall not be reduced to less than one (1) nor exceed seven (7) and
may, at any time or times, be increased or decreased in such manner as shall be
provided in the Bylaws of the corporation or by an amendment to the Bylaws of
the corporation duly adopted by either the Board of Directors or the
Shareholders.
Richard D. Surber
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of
the State of Delaware, do make, file and record this Certificate, and do certify
that the facts herein stated are true, and I have accordingly set my hand this
___ day of _____, A.D. ____.
BY: /s/ Richard D. Surber
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NAME: Richard D. Surber
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(Type of Print)
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