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EXHIBIT 3.3
MAIL TO: SECRETARY OF STATE FOR OFFICE USE ONLY 002
CORPORATIONS SECTION
1560 BROADWAY, SUITE 200
DENVER, CO 80202
(303) 894-2251
MUST BE TYPED FAX (303) 894-2242
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
ARTICLES OF AMENDMENT
PLEASE INCLUDE A TYPED TO THE
SELF-ADDRESSED ENVELOPE ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is HAAS NEUVEUX & COMPANY
-------------------------------------------
SECOND: The following amendment to the Articles of Incorporation was adopted on
JULY 20, 2000, as prescribed by the Colorado Business Corporation Act, in the
manner marked with an X below:
No shares have been issued or Directors Elected - Action by Incorporators
-----
No shares have been issued but Directors Elected - Action by Directors
-----
Such amendment was adopted by the board of directors where shares have
----- been issued and shareholder action was not required.
XX Such amendment was adopted by a vote of the shareholders. The number of
----- shares voted for the amendment was sufficient for approval.
THIRD: If changing corporate name, the new name of the corporation is
CENTURY MILESTONE S & T CO., LTD.
---------------------------------
FOURTH: The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows:
If these amendments are to have a delayed effective date, please list that date:
--------------------------------------------------------------------------------
(Not to exceed ninety (90) days from the date of filing)
By: HAAS NEUVEUX & COMPANY
----------------------
Signature /s/ Xiao Gang
---------------------
Title PRESIDENT
---------------------
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<S> <C> <C>
SUBMIT IN DUPLICATE MAIL TO:
FILING FEE: $22.50 COLORADO SECRETARY OF STATE FOR OFFICE USE ONLY
CORPORATIONS OFFICE
THIS DOCUMENT MUST BE TYPEWRITTEN 1560 BROADWAY, SUITE 200 921059966 $25.00
DENVER, COLORADO 80202 SOS 06-15-92 9:03
(303) 864-2361
</TABLE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
PURSUANT TO THE PROVISIONS OF THE COLORADO CORPORATION CODE, THE
UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENTS TO ITS
ARTICLES OF INCORPORATION:
FIRST: THE NAME OF THE CORPORATION IS (NOTE 1)
HAAS NEUVEUX & CIE, INCORPORATED
--------------------------------------------------------------------------------
SECOND: THE FOLLOWING AMENDMENT TO THE ARTICLES OF INCORPORATION WAS
ADOPTED ON MARCH 27, 1992, AS PRESCRIBED BY THE COLORADO CORPORATION CODE, IN
THE MANNER MARKED WITH AN X BELOW:
______ SUCH AMENDMENT WAS ADOPTED BY THE BOARD OF DIRECTORS WHERE
NO SHARES HAVE BEEN ISSUED.
X SUCH AMENDMENT WAS ADOPTED BY A VOTE OF THE SHAREHOLDERS. THE
NUMBER OF SHARES VOTED FOR THE AMENDMENT WAS SUFFICIENT FOR APPROVAL.
THE FIRST ARTICLE SHALL BE AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
FIRST: THE NAME OF THE CORPORATION IS:
HAAS NEUVEUX & COMPANY
THIRD: THE MANNER, IF NOT SET FORTH IN SUCH AMENDMENT, IN WHICH ANY
EXCHANGE RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES PROVIDED FOR IN THE
AMENDMENT SHALL BE EFFECTED AS FOLLOWS: NOT APPLICABLE.
-----------------------------------------
FOURTH: THE MANNER IN WHICH SUCH AMENDMENT EFFECTS A CHANGE IN THE
AMOUNT OF STATED CAPITAL AND THE AMOUNT OF STATED CAPITAL AS CHANGED BY SUCH
AMENDMENT ARE AS FOLLOWS: NOT APPLICABLE.
-------------------------------------------------------
HAAS NEUVEUX & CIE, INCORPORATED (NOTE 1)
-----------------------------------
BY:
--------------------------------
ITS PRESIDENT
AND (NOTE 2)
--------------------------------
ITS SECRETARY
(NOTE 3)
-----------------------------------
DIRECTOR
NOTES: 1. EXACT CORPORATE NAME OF CORPORATION ADOPTING THE ARTICLES OF
AMENDMENTS. (IF THIS IS A CHANGE OF NAME AMENDMENT, THE NAME BEFORE
THIS AMENDMENT IS FILED).
2. SIGNATURES AND TITLES OF OFFICERS SIGNING FOR THE CORPORATION.
3. WHERE NO SHARES HAVE BEEN ISSUED, SIGNATURE OF A DIRECTOR.
<PAGE> 3
<TABLE>
<S> <C> <C>
SUBMIT IN DUPLICATE MAIL TO:
FILING FEE: $22.50 COLORADO SECRETARY OF STATE FOR OFFICE USE ONLY
CORPORATIONS OFFICE
THIS DOCUMENT MUST BE TYPEWRITTEN 1560 BROADWAY, SUITE 200 921059441 $25.00
DENVER, COLORADO 80202 SOS 06-11-92 15:00
(303) 864-2361
</TABLE>
ARTICLES OF AMENDMENT
TO THE
DP871674305 ARTICLES OF INCORPORATION
PURSUANT TO THE PROVISIONS OF THE COLORADO CORPORATION CODE, THE
UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENTS TO ITS
ARTICLES OF INCORPORATION:
FIRST: THE NAME OF THE CORPORATION IS (NOTE 1)
VICTOR CAPITAL CORPORATION
--------------------------------------------------------------------------------
SECOND: THE FOLLOWING AMENDMENT TO THE ARTICLES OF INCORPORATION WAS
ADOPTED ON MARCH 27, 1992, AS PRESCRIBED BY THE COLORADO CORPORATION CODE, IN
THE MANNER MARKED WITH AN X BELOW:
______ SUCH AMENDMENT WAS ADOPTED BY THE BOARD OF DIRECTORS WHERE NO
SHARES HAVE BEEN ISSUED.
X SUCH AMENDMENT WAS ADOPTED BY A VOTE OF THE SHAREHOLDERS. THE
NUMBER OF SHARES VOTED FOR THE AMENDMENT WAS SUFFICIENT FOR APPROVAL.
SEE EXHIBIT A ATTACHED HERETO AND SPECIFICALLY INCORPORATED
HEREIN BY THIS REFERENCE FOR THE AMENDMENTS TO THE ARTICLES OF
INCORPORATION ADOPTED BY THE SHAREHOLDERS OF THE CORPORATION.
THIRD: THE MANNER, IF NOT SET FORTH IN SUCH AMENDMENT, IN WHICH ANY
EXCHANGE RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES PROVIDED FOR IN THE
AMENDMENT SHALL BE EFFECTED AS FOLLOWS: NOT APPLICABLE.
-----------------------------------------
FOURTH: THE MANNER IN WHICH SUCH AMENDMENT EFFECTS A CHANGE IN THE
AMOUNT OF STATED CAPITAL AND THE AMOUNT OF STATED CAPITAL AS CHANGED BY SUCH
AMENDMENT ARE AS FOLLOWS: NOT APPLICABLE.
-------------------------------------------------------
VICTOR CAPITAL CORPORATION (NOTE 1)
------------------------------------
BY:
--------------------------------
ITS PRESIDENT
AND (NOTE 2)
--------------------------------
ITS SECRETARY
NOTES: 1. EXACT CORPORATE NAME OF CORPORATION ADOPTING THE ARTICLES OF
AMENDMENTS. (IF THIS IS A CHANGE OF NAME AMENDMENT, THE NAME BEFORE
THIS AMENDMENT IS FILED).
2. SIGNATURES AND TITLES OF OFFICERS SIGNING FOR THE CORPORATION.
3. WHERE NO SHARES HAVE BEEN ISSUED, SIGNATURE OF A DIRECTOR.
1
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EXHIBIT A
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR
VICTOR CAPITAL CORPORATION
The first article shall be amended in its entirety to read as follows:
FIRST: The name of the corporation is:
HAAS NEUVEUX & CIE INCORPORATED
The fourth article shall be amended in its entirety to read as follows:
FOURTH:
(a) Classes of Shares. The outstanding proprietary interest of the
Corporation is hereby reverse split on the basis of one share in
exchange for each 16.5 shares now outstanding. The proprietary interest
of the Corporation shall thereafter be divided into two classes of
stock, which are collectively referred to herein as "Shares." The first
is a class of common stock, par value $0.0001 per share, and the second
a class of preferred stock, par value, $0.001 per share. (An individual
share within the respective classes of stock shall be referred to
appropriately as either a "Common Share" or a "Preferred Share.") The
Corporation has the authority to issue 100,000,000 Common Shares and
10,000,000 Preferred Shares. The authority of the Corporation to issue
shares may be limited by resolution of the board of directors of the
Corporation (the "Board of Directors"). Shares may be issued from time
to time for such consideration in money or property (tangible or
intangible) or labor services actually performed as the Board of
Directors may determine in their sole judgment and without the necessity
of action by the holders of Shares. Common Shares may not be issued in
series. Shares may not be issued until paid for and, when issued, are
nonassessable. Fractional Shares may not be issued by the Corporation
and, in the event fractional shares are or may become outstanding, the
Corporation shall redeem said shares at the then market price.
(b) Preferred Shares. The designation, preferences, relative rights, and
limitations of Preferred Shares are as follows:
(i) Issuance in Series. The Board of Directors is authorized to act
by resolution, subject to limitations prescribed by the laws of the
State of Colorado, these Articles of Incorporation, the Bylaws of the
Corporation ( the "Bylaws"), and previous resolutions by the Board of
Directors limiting this authorization, to provide for the issuance of
Preferred Shares in series. To exercise this authority the Board of
Directors must first designate the series so established, and, secondly,
fix and determine the relative rights, preferences, and limitations of
the Preferred Shares in the series established to the extent not fixed
and determined by these Articles of Incorporation. The extent of this
authority, with respect to each series established, is to be determined
by reference to the "Colorado Corporation Code" articles 1 through 10,
inclusive, of title 7, Colorado Revised Statutes, as amended. Without
limiting the generality of the foregoing, this authority includes fixing
and determining the following:
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1. the number of Preferred Shares which may be issued under the
series established, and the designation of such series;
2. the rate of dividend on Preferred Shares of that series, if any,
the time of payment of dividends, whether dividends shall be cumulative,
and if cumulative, the date from which dividends shall begin accruing;
3. whether Preferred Shares of that series any be redeemed, and, if
redeemable, the redemption price, terms, and conditions of redemption;
4. whether to establish a sinking fund or make other provisions for
the redemption or purchase of Preferred Shares of that series;
5. the amount payable oer Preferred Share of that series in the event
of the dissolution, liquidation, or winding up of the Corporation,
whether voluntarily or involuntarily;
6. voting powers, if any, of the series; and
7. whether the series shall have conversion privileges, and , if
convertible, the terms and conditions upon which Preferred Shares of
that series shall be convertible, including, without limitation, the
provision, if any for adjustment of the conversion rate and the payment
of additional amounts by holders of such shares upon the exercise of
this privilege.
Irrespective of the limitations set forth in subsection (I)1. of this
Section (b), the Board of Directors may, at any time after the number of
Preferred Shares authorized under a series has been established, authorize
the issuance of additional Preferred Shares of the same series or reduce the
number of Preferred Shares authorized under such series.
All Preferred Shares shall be identical to each other in all respects,
except as those relative rights, preferences, and limitations established by
the Board of Directors pursuant to its authority as determined by reference
to the Colorado Corporation Code and as established in subsections (I)1.
through (I)7., inclusive, of this Section (b), as to which there may be
variations between series.
(ii) Dividend Rights. The holders of Preferred Shares are entitled to
receive when, as, and if declared by the Board of Directors in tis sole
discretion, but only out of funds available therefor under the laws of the
State of Colorado, cumulative, partially cumulative, and non-cumulative
dividends, as the case may be. Dividends may be paid in such cash, property,
or Preferred Shares of the same series (including Preferred Shares of the
same series held as treasury Preferred Shares) as the Board if Directors in
its sole discretion may determine upon the dates fixed and at the intervals
determined by the Board of Directors. Dividends will accrue if cumulative or
partially cumulative, whether or not earned or declared from the date or
dates determined by the Board of Directors. Full dividends on the Preferred
Shares of all series for all past periods and for the then current period
must be paid, or declared and a sum sufficient for such payment be set apart
for, or before any other distribution may be declared or made in respect of,
the Common Shares. Accruals of dividends shall not bear interest.
2
<PAGE> 6
As long as Preferred Shares are outstanding, the Corporation shall not
declare, set apart for payment, pay any dividends (other than dividends
payable in Common Shares), make any distribution on any Common Shares
redeem, purchase or otherwise acquire, or permit any subsidiary to purchase
or otherwise acquire any Common Shares if at the time of making such
declaration, payment, distribution, redemption, purchase, or acquisition the
Corporation is in default with respect to any dividend payable on or any
obligation to redeem or retire, Preferred Shares. Notwithstanding the
foregoing, however, the Corporation may at any time (I) redeem, purchase, or
otherwise acquire Common Shares in exchange for, or out of the net cash
proceeds from, the sale of Common Shares and (ii) acquire Common Shares that
are held by firms or corporations acquired by the Corporation, whether by
merger, consolidation, purchase of assets, exchange of securities, or
otherwise.
(iii) Redemption. On the sole authority and option of the Board of
Directors the Corporation may redeem all or any part of any series of
Preferred Shares outstanding upon the terms (including redemption price) and
conditions in the manner, and upon such notice as is determined by the Board
of Directors. No redemption may be made, however, until all dividends
accrued to the redemption date on all series of Preferred Shares have been
paid, or until declared and a sum sufficient in amount set aside for such
payment. If less than all the Preferred Shares of a series are to be
redeemed on any one date set for redemption, the shares designated for
redemption may be in such amount and determined by such method, whether by
lot, pro rata or otherwise, and subject to such other provisions as the
Board of Directors may from time to time determine in tis sole discretion.
Preferred Shares of any series which have been redeemed (whether by
sinking fund or otherwise) shall have the status of authorized and unissued
Preferred Shares, unless the Board of Directors in its sole discretion
cancels such shares. Preferred Shares which have been redeemed, unless
canceled, may be reissued as a part of the series of which they were
originally a part, or may be reclassified and reissued as part of a new
series of Preferred Shares created by resolution of the Board of Directors
or as part of any other series of Preferred Shares.
(iv) Liquidation Rights. In the event of any liquidation, dissolution,
or winding up of the Corporation, whether voluntarily or involuntarily,
which results in any distribution of the assets of the Corporation to its
Shareholders, the holders of Preferred Shares then outstanding shall be
entitled to an amount per share equal to that amount fixed by the Board of
Directors upon the initial issuance of the Preferred Shares of the series of
which the Preferred Shares in question are a part before any distribution of
the assets of the Corporation may be made to or set apart for the holders of
Common Shares.
If assets of the Corporation distributable to the holders of Preferred
Shares are insufficient for the payment to them of the full preferential
amount described above, such assets shall be distributed ratably among the
holders of the Preferred Shares of all series in accordance with the amounts
which would be payable on such distribution if all sums payable were
discharged in full unless the Board of Directors upon the initial issuance
of any series of Preferred Shares has provided otherwise. After payment in
full of the preferential amounts required to be paid to the holders of the
Preferred Shares then outstanding, the holders of Common Shares shall be
entitled, to the exclusion of the holders of Preferred Shares, to share in
all remaining assets of the Corporation in accordance with their respective
interests unless the Board of Directors
3
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upon the initial issuance of any series of Preferred Shares, or otherwise,
has provided otherwise.
For purposes of this article and any statement filed pursuant to law setting
forth the designation, description, and terms of any series of Preferred
Shares the voluntary sale, lease, exchange, or transfer (for cash,
securities or other consideration) of all or substantially all of the
property or assets of the Corporation to, or its consolidation or merger
with, any other corporation or corporations shall not be deemed to be a
liquidation, dissolution, or winding up of the Corporation, voluntarily or
involuntarily.
(v) Voting Rights. Except as otherwise provided by the laws of the State
of Colorado or subsection (i)6. of this Section (b), the holders of
Preferred Shares of all series shall not have the right to vote at any
meeting of Shareholders in respect to any matter upon which the vote of
Shareholders is required.
Except as otherwise provided by the laws of the State of Colorado, these
Articles of Incorporation, the Bylaws, or the Board of Directors acting
pursuant to the authority set forth in subsection (i) of Section (b) and for
so long as any Preferred Shares are outstanding, the Corporation shall not:
1. without the affirmative vote or written consent of the holders of
at least 50% of the then outstanding Preferred Shares voting separately
by class without regard to series (a) create any class of stock ranking
prior to the Preferred Shares as to dividends or liquidation, (b)
increase the authorized number of shares of any such class of stock, or
(c) alter or change any of the provisions hereof so as to adversely
affect the preferences or the special rights or powers given to the
Preferred Shares; or
2. without the affirmative vote or written consent of the holders of
at least 50% of the then outstanding shares of all series of Preferred
Shares voting separately as a series, alter or change any of the
provisions hereof or in the resolution adopted by the Board of Directors
providing for the issuance of a series, if such series has been issued
and Preferred Shares of that series are then outstanding, so as
adversely to affect the preferences, special rights, or powers to such
series.
(vi) Conversion ,Rights. The holders of Preferred Shares shall have such
rights as are set forth by the Board of Directors in its resolution
authorizing the issuance of the series of which such Preferred Shares are a
part to convert their shares into any other class or series of Shares at
such price or prices or at such rates of exchange and with such adjustments
as shall be determined by the Board of Directors. Preferred Shares so
converted shall have the status of authorized and unissued Preferred Shares
and may be reissued as part of the series of which they were originally a
part, or may be reclassified and reissued as part of a new series of
Preferred Shares to be created by resolution of the Board of Directors or as
part of any other series of Preferred Shares.
(c) General Provisions. Subject to the foregoing provisions, such dividends
(either in cash, Shares or otherwise) as may be determined by the Board of
Directors in its sole discretion may be declared and paid on the Common Shares
from time to time in accordance with the laws of the State of Colorado; however,
Preferred Shares shall not be entitled to participate in any such dividends
whether payable in cash, Shares, or otherwise.
4
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(d) Voting. Each record holder of Common Shares (and to the extent, if any,
provided by the laws of the State of Colorado or by the Board of Directors
acting pursuant to the authority set forth in Section (b)(i)6. of this article
each record holder of Preferred Shares) shall have one vote on each matter
submitted to a vote for each Share standing in his name on the books of the
Corporation. Unless otherwise required under the laws of the State of Colorado,
these Articles of Incorporation, the Bylaws, or the resolution of the Board of
Directors creating any series of Preferred Shares, no matter submitted to a
Shareholder vote shall require the approval of a class or series of Shares.
(e) Quorum. At all meetings of Shareholders, one-third (1/3) of the Shares
entitled to vote at such meeting, whether represented in person or by proxy,
shall constitute a quorum and at any meeting at which a quorum is present the
affirmative vote of a majority of the Shares represented at such meeting and
entitled to vote on the subject matter shall be the act of the Shareholders.
(f) Distributions to Shareholders. Distributions to liquidate, dissolve, or
wind up the Corporation may be made, after paying or adequately providing for
the payment of all the debts and liabilities of the Corporation, from the assets
of the Corporation to the holders of Shares in the order of priority established
by the laws of the State of Colorado, these Articles of Incorporation, Bylaws,
and the resolutions of the Board of Directors may from time to time distribute
to the holders of Shares in partial liquidation out of either stated capital or
capital surplus of the Corporation a portion of the assets of the Corporation in
cash or property, subject to any limitations imposed by the laws of the State of
Colorado, these Articles of Incorporation, the Bylaws, and resolution of the
Board of Directors in providing for the issuance of Shares by class or series.
Further, dividends in cash, property, or Shares may be paid, as, when and if
declared by the Board of Directors in its sole discretion out of funds of the
Corporation to the extent and in the manner prescribed by the laws of the State
of Colorado, these Articles of Incorporation, the Bylaws, and the resolutions of
the Board of Directors in providing for the issuance of Shares by class or
series.
(g) Stock Rights and Options. The Corporation is authorized to create and
issue, whether or not in connection with the issuance and sale of any of the
Shares or other securities of the Corporation, rights or options entitling the
holders thereof to purchase Shares or other securities from the Corporation.
These rights and options shall be evidenced in such manner as the Board of
Directors approves and must set forth the terms upon which, the time within
which, the Shares and the number of Shares acquirable, and the price at which
the options or rights may be exercised.
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ARTICLES OF INCORPORATION
OF
VICTOR CAPITAL CORPORATION
The undersigned natural person, who is more than eighteen years of age,
hereby establishes a corporation pursuant to the Statutes of Colorado and adopts
the following Articles of Incorporation:
FIRST: The name of the corporation is VICTOR CAPITAL CORPORATION.
SECOND: The corporation shall have perpetual existence.
THIRD: (a) Purposes. The nature, objects and purposes of the business
to be transacted shall be as follows:
(i) The acquisition of or merger with other business or
businesses; and
(ii) To transact all lawful business for which corporations
may be incorporated pursuant to the Colorado Corporation Code, as amended.
FOURTH: (a) The aggregate number of shares which the corporation shall
have the authority to issue is 100,000,000 shares of common stock having a par
value of $.0001 per share.
(b) Each shareholder of record shall have one vote for each share
of stock standing in his or her name on the books of the corporation and
entitled to vote, except in the election of directors, he or she shall have the
right to vote such number of shares for as many persons as there are directors
to be elected. Cumulative voting shall not be permitted in the election of
directors or otherwise.
(C) At all meetings of shareholders, one-third of the shares
entitled to vote at such meeting, represented in person or by proxy, shall
constitute a quorum.
(d) The shareholders, by vote or concurrence of a majority of the
outstanding shares of the corporation, or any class or series thereof, entitled
to vote on the subject matter, may take any action which, except for this
Article, would require a two-thirds vote under the Colorado Corporation Code, as
amended.
(e) No shareholder of the corporation shall have any preemptive
or other right to subscribe for any additional unissued or treasury shares of
stock or for other securities of any class, or for rights, warrants or options
to purchase stock or for scrip, or for securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.
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(f) The board of directors may from time to time distribute to
the shareholders in partial liquidation, out of stated capital or capital plus
of the corporation, a portion of its assets, in cash or property, subject to the
limitations contained in the statutes of Colorado and these Articles of
Incorporation.
FIFTH: The number of directors of the corporation shall be fixed
by the bylaws and shall not be less than three nor more than nine. Three
directors shall constitute the initial board of directors. The name and
addresses of the initial directors are as follows:
James F. Richie
7407 E. Nichols Place
Englewood, CO 80112
Betty L. Richie
7404 E. Nichols Place
Englewood, CO 80112
R. Michael Jackson
12271 W. Dakota Drive
Lakewood, CO 80228
SIXTH: The address of the initial registered office of the
corporation is 143 Union Boulevard, Suite 900, Lakewood, CO 80228.
The name of its initial registered agent at such address is R.
Michael Jackson.
The corporation may conduct part or all of its business in any
other part of Colorado, of the United States or of the world. It may hold,
purchase, mortgage, lease and convey real and personal property in any of such
places.
SEVENTH: The board of directors is authorized to impose any
restriction on the sale, pledge, transfer or other disposition of shares of the
corporation by the shareholders which, in its sole discretion, is necessary or
desirable for the corporation, including, but not limited to, those restrictions
necessary to enable the corporation to comply with state and federal securities
laws.
EIGHTH: The following provisions are inserted for the management
of the business and for the conduct of the affairs of the corporation, and the
same are in furtherance of and not in limitation or exclusion of the powers
conferred by law.
(a) Contracts with directors, etc. No contract or other
transaction between the corporation and one or more of its directors or any
other corporation, firm, association or entity in which one or more of its
directors are directors or officers or are financially interested shall be
either void or voidable solely because of such relationship
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<PAGE> 11
or interest or solely because such directors are present at the meeting of the
board of directors or a committee thereof which authorizes, approves or ratifies
such contract or transaction or solely because their votes are counted for such
purposes if: (i) the fact of such relationship or interest is disclosed or known
to the board of directors or committee which authorizes, approves or ratifies
the contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors; or (ii) the
fact of such relationship or interest is disclosed or known to the shareholders
entitled to vote and they authorize, approve or ratify such contract or
transaction is fair and reasonable to the corporation. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the board of directors or a committee thereof which authorizes, approves or
ratifies such contract or transaction.
(b) Indemnification of directors, etc. The corporation shall
indemnify, to the extent permitted by law, any director, officer, agent,
fiduciary or employee of the corporation against any claim, liability or expense
arising against or incurred by such person as a result of actions reasonably
taken by him at the direction of the corporation. The corporation shall further
have the authority to the full extent permitted by law to indemnify its
directors, officers, agents, fiduciaries and employees against any claim,
liability or expense arising against or incurred by them in all other
circumstances and to maintain insurance providing such indemnification.
(C) Negation of equitable interests in shares or rights. The
corporation shall be entitled to treat the registered holder of any shares of
the corporation as the owner thereof for all purposes, including all rights
deriving from such shares, and shall not be bound to recognize any equitable or
other claim to, or interest in such shares, or rights deriving from such shares,
and on the part of any other person, including but without limiting the
generality hereof, a purchaser, assignee or transferee of such shares or rights
deriving from such shares, unless and until such purchaser, assignee, transferee
or other person becomes the registered holder of such shares, whether or not the
corporation shall have either actual or constructive notice of the interest of
such purchaser, assignee or transferee or other person. The purchaser, assignee
or transferee of any of the shares of the corporation shall not be entitled; to
receive notice of the meetings of the shareholders; to vote at such meetings; to
examine a list of the shareholders; to be paid dividends or other sums payable
to shareholders; or own, enjoy and exercise any other property or rights
deriving from such shares against the corporation until such purchaser, assignee
or transferee has become the registered holder of such shares. Notwithstanding
the foregoing, the directors may recognize as record owners shareholders who
have been certified as such pursuant to the procedures required by the Colorado
Corporation Code, the corporation's bylaws, and the board of directors.
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NINTH: The name and address of the incorporator is:
R. Michael Jackson
12271 W. Dakota Drive
Lakewood, Colorado 80228
Dated the 22nd day of May, 1986
/s/ R Michael Jackson
---------------------
Incorporator
VERIFICATION
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I, Cynthia Kay Mylott, a notary public, hereby certify that on
the 22nd day of May, 1986, personally appeared before me R. MICHAEL JACKSON, who
being by me first sworn, declared that she is the person who signed the
foregoing document as incorporator and that the statements therein contained are
true.
My commission expires: 12/04/88
/s/ Cynthia Kay Mylott
------------------------
Notary Public
4
