CERTIFICATE OF OWNERSHIP AND MERGER
AND ARTICLES OF MERGER
OF
TRIPLE CHIP SYSTEMS, INC.
(a Delaware corporation)
INTO
MILLER PETROLEUM, INC.
(a Tennessee corporation)
It is hereby certified that:
1. Triple Chip Systems, Inc. (the "Corporation") is a corporation of
the State of Delaware, and Miller Petroleum, Inc. ("Miller Petroleum") is a
corporation of the State of Tennessee.
2. An Agreement of Merger has been approved, adopted. certified,
executed and acknowledged by the Corporation and Miller Petroleum in
accordance with Sections 228, 252 and 253 of the Delaware General
Corporation Law, and Section 48-21-105 of the Tennessee Corporation Act.
3. The Corporation, as the owner of all of the outstanding shares of the
common voting stock of Miller Petroleum, hereby merges itself into Miller
Petroleum, a corporation of the State of Tennessee, the laws of which permit
a merger of a corporation of that jurisdiction with a corporation of another
jurisdiction, and Miller Petroleum shall be the surviving corporation.
4. The following amendments to the Articles of Incorporation of the
Corporation and thee Articles of Charter of Miller Petroleum shall be
effected as of the date of filing of this Certificate of Ownership and
Merger, to-wit.
The Corporation's Articles of Amendment
Article I The name of this Corporation shall be "Miller Petroleum, Inc."
Miller Petroleum's Charter Amendments
Article VI The Corporation is authorized to issue 500,000,000 shares
of SO.0001 par value common stock
5. The following is a copy of the resolutions and Agreement of Merger
adopted on the 31st day of December, 1996, by the Board of Directors of
the Corporation to merge the Corporation into Miller Petroleum:
RESOLVED, that this Corporation be reincorporated in the State of
Tennessee by merging itself into Miller Petroleum pursuant to the
laws of the State of Delaware and the State of Tennessee as
hereinafter provided, so that the separate existence of this
Corporation shall cease as soon as the merger shall become
effective, and thereupon this Corporation and Miller Petroleum will
become a single corporation, which shall continue to exist under,
and be governed by, the laws of the State of Tennessee;
FURTHER, RESOLVED, that the terms and conditions of the proposed merger are
as follows, to-wit:
(a) From and after the effective time of the merger, all of the estate,
property, rights, privileges, powers and franchises of this Corporation
shall become vested in and be held by Miller Petroleum as fully and entirely
and without change or diminution as the same were before held and enjoyed by
this Corporation, and Miller Petroleum shall assume all of the obligations
of this Corporation.
(b) Each share of common stock, $0.0001 par value, of this Corporation
which shall be issued and outstanding, immediately prior to the effective
time of the merger shall be converted into one Issued and 0utstanding
share of common stock, $0.0001 par value, of Miller Petroleum, and, from and
after the effective time of the merger, the holders of all of said issued
and outstanding shares of common stock of this Corporation shall
automatically be and become holders of shares of Miller Petroleum upon the
basis above specified, whether or not certificates representing said shares
are then issued and delivered.
(c) After the effective time of the merger, each holder of record of
any outstanding certificate or certificates theretofore representing common
stock of this Corporation may surrender the same to Miller Petroleum or its
transfer and registrar agent at their offices in Huntsville, Tennessee, and
Salt Lake City, Utah, respectively and such holder shall be entitled upon
such surrender to receive in exchange therefor a certificate or certificates
representing an equal number of shares of common stock of Miller Petroleum.
Until so surrendered, each outstanding certificate which prior to the
effective time of the merger represented one or more shares of common stock
of this Corporation shall be deemed for all corporate purposes to evidence
ownership of an equal number of shares of common stock of Miller Petroleum.
(d) From and after the effective time of the merger, the Articles of Charter
and the Bylaws of Miller Petroleum as amended above shall be the Articles of
Charter and the Bylaws of Miller Petroleum as in effect immediately prior to
such effective time.
(e) The members of the Board of Directors and officers of the Corporation
shall be the members of the Board of Directors and the corresponding
officers of Miller Petroleum immediately after the effective time of the
merger.
(f) From and after the effective time of the merger, the assets and
liabilities of this Corporation and of Miller Petroleum shall be entered on
the books of Miller Petroleum at the amounts at which they shall be earned
at such time on the respective books of this Corporation and of Miller
Petroleum, subject to such intercorporate adjustments or eliminations, if
any, as may be required to give effect to the merger and, subject to such
action as may be taken by the Board of Directors of Miller Petroleum, in
accordance with generally accepted accounting principles, the capital and
surplus of Miller Petroleum shall be equal to the capital and surplus of
this Corporation and of Miller Petroleum.
FURTHER, RESOLVED, that this Corporation does hereby agree that it may be
served with process in the State of Delaware in any proceeding for
enforcement of any obligation of the Corporation, as well as for enforcement
of any obligation of this Corporation arising from the merger herein
provided for, does hereby irrevocably appoint the Secretary of State of the
State of Delaware as its agent to accept service of process in any such
proceeding, and does hereby specify the following address outside of the
State of Delaware to which a copy of such process shall be mailed by the
Secretary of State of Delaware
Deloy Miller
Miller petroleum, Inc
3651 Baker Hwy.
P. 0. Box 130
Huntsville, Tennessee 37756
FURTHER, RESOLVED, that the Certificate of Ownership and Merger and Articles
of Merger be deemed to be adopted, ratified and approved by persons owning a
majority of the outstanding voting securities of the Corporation pursuant
to Section 228 of the Delaware General Corporation Law as evidenced by
Exhibit A attached hereto incorporated herein by reference.
FURTHER RESOLVED, that, in the event that the proposed merger shall not be
terminated, the proper officers of this Corporation be and they hereby are
authorized and directed to make and execute, under the corporate seal of
this Corporation, a Certificate of Ownership and Merger and Articles of
Merger setting forth a copy of these resolutions to merge itself into Miller
Petroleum and the date of adoption thereof, and to cause the same to be
filed and recorded as provided by law, and to do all acts and things
whatsoever within the States of Tennessee and Delaware or in any other
appropriate jurisdiction, necessary or proper to effect this merger.
6. The proposed merger therein certified has been approved by Written
Consent of the Board of Directors and in writing by persons owning a
majority of the outstanding of the Corporation and entitled to vote in
accordance with the provisions of Sections 141 and 128, respectively, of the
General Corporation Law of the State of Delaware. The Board of Directors of
Miller Petroleum adopted, ratified and approved the Agreement of Merger on
December 31, 1996. The Corporation, as the sole stockholder of Miller
Petroleum has adopted ratified and approved the merger on December 31, 1996.
7. A copy of the Agreement of Merger is on file at the office of Miller
petroleum at 3651 Baker Hwy., P. 0. Box 130, Huntsville, Tennessee 37756,
and is available for copying, on request and without cost, to any
stockholder of the Corporation or Miller Petroleum, and is also set forth in
Exhibit A hereto.
8. The effective time of the Certificate of Ownership and Merger and
Articles of Merger and the time when the merger therein agreed upon shall
become effective, shall be the date upon which the Secretaries of State of
Delaware and Tennessee endorse the word "Filed" on this instrument.
IN WITNESS WHEREOF, the undersigned have executed this instrument
under penalty of perjury as of the date set opposite their respective names.
TRIPLE CHIP SYSTEMS, INC.
/S/Deloy Miller, President
MILLER PETROLEUM, INC.
/S/Deloy Miller, President
