ARTICLES OF INCORPORATION
OF
GRANITE BAY TECHNOLOGIES, INC.
FIRST: The name of this corporation is Granite Bay Technologies, Inc.
SECOND: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
THIRD: This corporation's initial agent for service of process is the
Corporation Service Company which will do business in California as CSC-Lawyers
Incorporating Service.
FOURTH: The Corporation is authorized to issue two classes of stock,
designated Common Stock, no par value ("Common Stock") and Preferred Stock, no
par value. The total number of shares which the Corporation is authorized to
issue is Fifty Million (50,000,000). The total number of shares of Common Stock
is Forty Million (40,000,000) and the total number of shares of Preferred Stock
is Ten Million (10,000,000).
Shares of Preferred Stock may be issued from time to time in one or more
series. The Board of Directors shall determine the designation of each series
and the authorized number of shares of each series. The Board of Directors is
authorized to determine and alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of shares of
Preferred Stock and to increase or decrease (but not below the number of shares
of such series then outstanding) the number of shares of any such series
subsequent to the issue of shares of that series. If the number of shares of any
series of Preferred Stock shall be so decreased, the shares constituting such
decrease shall resume the status which they had prior to the adoption of the
resolution originally fixing the number of shares of such series.
FIFTH: The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law. This corporation is also authorized, to the fullest extent permissible
under California law, to indemnify its agents (as defined in Section 317 of the
California Corporations Code), whether by bylaw, agreement or otherwise, for
breach of duty to this corporation and its shareholders in excess of that
expressly permitted by Section 317 and to advance defense expenses to its agents
in connection with such matters as they are incurred, subject to the limits on
such excess indemnification set forth in Section 204 of the California
Corporations Code. If, after the effective date of this Article, California law
is amended in a manner which permits a corporation to limit the monetary or
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other liability of its directors or to authorize indemnification of, or
advancement of such defense expenses to, its directors or other persons, in any
such case to a greater extent than is permitted on such effective date, the
references in this Article to "California law" shall to that extent be deemed to
refer to California law as so amended.
Executed at Sacramento, California, this 28th day of July, 2000.
/s/ P. Blair Mullin
P. Blair Mullin, Incorporator
