RESTATED ARTICLES OF INCORPORATION
OF
PINE VIEW TECHNOLOGIES, INC.
The following Restated Articles of Incorporation of Pine View
Technologies, Inc. (the "Corporation") constitute amended and restated articles
of incorporation of the Corporation, which supercede entirely the articles of
incorporation filed with the Secretary of the State of Nevada on or about
November 5, 1985.
ARTICLE I
NAME
The name of the corporation (the "Corporation") shall be:
Videolocity International, Inc.
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES
The purposes for which the Corporation is organized are:
To design, develop, and market systems, products, and solutions for the
delivery of video and other content to end users on-demand; to acquire, hold,
and dispose of real or personal properties of any kind or nature whether
tangible or intangible; and generally to do or perform any act necessary or
desirable in connection with the foregoing;
To acquire by purchase or otherwise, own, hold, lease, rent, mortgage,
or otherwise trade with and deal in real estate, lands, and interests in lands
and all other property of every kind and nature;
To borrow money and to execute notes and obligations and security
contracts therefore, and to lend any of the monies or funds of the Corporation
and to take evidence of indebtedness therefore; to carry on a general mercantile
business and to purchase, sell, and deal in such goods and supplies, and
merchandise as are necessary or desirable in connection therewith;
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To do all and everything necessary, suitable, convenient, or proper for
the accomplishment of any of the purposes or the attainment of any one or more
of the objects herein enumerated or incidental to the powers herein named or
which shall at any time appear conducive or expedient for the protection or
benefit of the Corporation, with all the powers hereafter conferred by the laws
under which this Corporation is organized; and
To engage in any and all other lawful purposes, activities, and
pursuits, whether similar or dissimilar to the foregoing, for which corporations
may be organized under the Nevada Revised Statutes and to exercise all powers
allowed or permitted thereunder.
ARTICLE IV
AUTHORIZED SHARES
The Corporation shall have authority to issue an aggregate of
135,000,000 shares, of which 10,000,000 shares shall be preferred stock, par
value $0.001 (the "Preferred Stock"), and 125,000,000 shares shall be common
stock, par value $0.001 (the "Common Stock"). The powers, preferences, and
rights, and the qualifications, limitations, or restrictions of the shares of
stock of each class and series which the Corporation shall be authorized to
issue, are as follows:
(a) Preferred Stock. Shares of Preferred Stock may be issued from time
to time in one or more series as may from time to time be determined by the
board of directors. Each series shall be distinctly designated. All shares of
any one series of the Preferred Stock shall be alike in every particular, except
that there may be different dates from which dividends thereon, if any, shall be
cumulative, if made cumulative. The powers, preferences, participating,
optional, and other rights of each such series and the qualifications,
limitations, or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. Except as hereinafter provided, the
board of directors of this Corporation is hereby expressly granted authority to
fix by resolution or resolutions adopted prior to the issuance of any shares of
each particular series of Preferred Stock, the designation, powers, preferences,
and relative participating, optional, and other rights and the qualifications,
limitations, and restrictions thereof, if any, of such series, including,
without limiting the generality of the foregoing, the following:
(i) The distinctive designation of, and the number of shares
of Preferred Stock which shall constitute each series, which number may
be increased (except as otherwise fixed by the board of directors) or
decreased (but not below the number of shares thereof outstanding) from
time to time by action of the board of directors;
(ii) The rate and times at which, and the terms and conditions
on which, dividends, if any, on the shares of the series shall be paid;
the extent of preferences or relation, if any, of such dividends to the
dividends payable on any other class or classes of stock of this
Corporation or on any series of Preferred Stock and whether such
dividends shall be cumulative or noncumulative;
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(iii) The right, if any, of the holders of the shares of the
same series to convert the same into, or exchange the same for, any
other class or classes of stock of this Corporation and the terms and
conditions of such conversion or exchange;
(iv) Whether shares of the series shall be subject to
redemption and the redemption price or prices, including, without
limitation, a redemption price or prices payable in shares of any other
class or classes of stock of the Corporation, cash, or other property
and the time or times at which, and the terms and conditions on which,
shares of the series may be redeemed;
(v) The rights, if any, of the holders of shares of the series
on voluntary or involuntary liquidation, merger, consolidation,
distribution, or sale of assets, dissolution, or winding up of this
Corporation;
(vi) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for shares of the series; and
(vii) The voting powers, if any, of the holders of shares of
the series.
(b) Common Stock. The Common Stock shall have the following powers,
preferences, rights, qualifications, limitations, and restrictions:
(i) After the requirements with respect to preferential
dividends of Preferred Stock, if any, shall have been met and after
this Corporation shall comply with all the requirements, if any, with
respect to the setting aside of funds as sinking funds or redemption or
purchase accounts and subject further to any other conditions which may
be required by the Nevada Revised Statutes, then, but not otherwise,
the holders of Common Stock shall be entitled to receive such
dividends, if any, as may be declared from time to time by the board of
directors without distinction as to series;
(ii) After distribution in full of any preferential amount to
be distributed to the holders of Preferred Stock, if any, in the event
of a voluntary or involuntary liquidation, distribution or sale of
assets, dissolution, or winding up of this Corporation, the holders of
the Common Stock shall be entitled to receive all of the remaining
assets of the Corporation, tangible and intangible, of whatever kind
available for distribution to stockholders, ratably in proportion to
the number of shares of Common Stock held by each without distinction
as to series; and
(iii) Except as may otherwise be required by law or these
Articles of Incorporation, in all matters as to which the vote or
consent of stockholders of the Corporation shall be required or be
taken, including any vote to amend these Articles of Incorporation, to
increase or decrease the par value of any class of stock, effect a
stock split or combination of shares, or alter or change the powers,
preferences, or special rights of any class or series of stock, the
holders of the Common Stock shall have one vote per share of Common
Stock on all such matters and shall not have the right to cumulate
their votes for any purpose.
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(c) Other Provisions.
(i) The board of directors of the Corporation shall have
authority to authorize the issuance, from time to time without any vote
or other action by the stockholders, of any or all shares of the
Corporation of any class at any time authorized, and any securities
convertible into or exchangeable for such shares, in each case to such
persons and for such consideration and on such terms as the board of
directors from time to time in its discretion lawfully may determine;
provided, however, that the consideration for the issuance of shares of
stock of the Corporation having par value shall not be less than such
par value. Shares so issued, for which the full consideration
determined by the board of directors has been paid to the Corporation,
shall be fully paid stock, and the holders of such stock shall not be
liable for any further call or assessments thereon.
(ii) Unless otherwise provided in the resolution of the board
of directors providing for the issue of any series of Preferred Stock,
no holder of shares of any class of the Corporation or of any security
or obligation convertible into, or of any warrant, option, or right to
purchase, subscribe for, or otherwise acquire, shares of any class of
the Corporation, whether now or hereafter authorized, shall, as such
holder, have any preemptive right whatsoever to purchase, subscribe
for, or otherwise acquire shares of any class of the Corporation,
whether now or hereafter authorized.
(iii) Anything herein contained to the contrary
notwithstanding, any and all right, title, interest, and claim in and
to any dividends declared or other distributions made by the
Corporation, whether in cash, stock, or otherwise, which are unclaimed
by the stockholder entitled thereto for a period of six years after the
close of business on the payment date, shall be and be deemed to be
extinguished and abandoned; and such unclaimed dividends or other
distributions in the possession of the Corporation, its transfer
agents, or other agents or depositories, shall at such time become the
absolute property of the Corporation, free and clear of any and all
claims of any person whatsoever.
ARTICLE V
LIMITATION ON LIABILITY
A director or officer of the Corporation shall have no personal
liability to the Corporation or its stockholders for damages for breach of
fiduciary duty as a director or officer, except for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (b) the
payment of distributions in violation of section 78.300 of the Nevada Revised
Statutes.
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ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation, or who is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with the action, suit or proceeding, to the full extent permitted
by the Nevada Revised Statutes as such statutes may be amended from time to
time.
ARTICLE VII
AMENDMENT
The Corporation reserves the right to amend, alter, change, or repeal
all or any portion of the provisions contained in its Articles of Incorporation
from time to time in accordance with the laws of the state of Nevada, and all
rights conferred on stockholders herein are granted subject to this reservation.
ARTICLE VIII
AMENDMENT OF BYLAWS
The power to alter, amend, or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors, but the stockholders of the
Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws. The
bylaws may contain any provisions for the regulation or management of the
affairs of the Corporation not inconsistent with the laws of the state of Nevada
now or hereafter existing.
ARTICLE IX
DIRECTORS
The governing board of the Corporation shall be known as the board of
directors. The number of directors comprising the board of directors shall be
not less than two (2) nor more than nine (9) as determined from time to time in
the manner provided in the bylaws of the Corporation.
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ARTICLE X
ELECTION NOT TO BE GOVERNED BY NRS 78.378 TO 78.3793
The Corporation elects not to be governed by the provisions of sections
78.378 to 78.3793, inclusive, of the Nevada Revised Statutes regarding
acquisitions of a controlling interest in the Corporation.
By execution of this certificate of Restated Articles of Incorporation
of Pine View Technologies, Inc., the president and secretary of the Corporation
do hereby certify that the foregoing Restated Articles of Incorporation of Pine
View Technologies, Inc. were duly authorized and approved by the stockholders of
the Corporation pursuant to a written consent in lieu of meeting dated as of
November 15, 2000, and signed by the holders of in excess of 50% of the
10,501,000 shares of the Corporation's Common Stock issued and outstanding on
the record date for such action.
DATED as of the 22nd day of November, 2000.
Pine View Technologies, Inc.
By /s/ Stephen B. Cluff
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Stephen B. Cluff
President and Secretary
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, a notary public, hereby certify that on the 22nd day of November,
2000, personally appeared before me Stephen B. Cluff, who, being by me first
duly sworn, declared that he signed the foregoing instrument as his own act and
deed and that the facts stated therein are true.
WITNESS MY HAND AND OFFICIAL SEAL.
/s/ Victor D. Schwarz
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Notary Public
