EXHIBIT 3.31 ARTICLES OF INCORPORATION, AS AMENDED
ARTICLES OF INCORPORATION
OF
AMERICAN INTERNET TECHNICAL CENTER, INC.
The undersigned subscriber to these Articles of Incorporation is a
natural person competent to contract and hereby form a Corporation for profit
under Chapter 607 of the Florida Statutes.
ARTICLE 1 - NAME
The name of the Corporation is AMERICAN INTERNET TECHNICAL CENTER,
INC., (hereinafter, "Corporation").
ARTICLE 2 - PURPOSE OF CORPORATION
The Corporation shall engage in any activity or business permitted
under the laws of the United States and of the State of Florida.
ARTICLE 3 - PRINCIPAL OFFICE
The address of the principal office of this Corporation is 1500 East
Atlantic Boulevard, Pompano Beach, Florida 33060 and the mailing address is the
same.
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ARTICLE 4 - INCORPORATOR
The name and street address of the incorporator of this Corporation is:
Elsie Sanchez
343 Almeria Avenue
Coral Gables, Florida 33134
ARTICLE 5 - OFFICERS
The officers of the Corporation shall be:
President: J. Bruce Gleason
Vice-President: Michael D. Umile
Secretary: Michael D. Umile
Treasurer: J. Bruce Gleason
whose addresses shall be the same as the principal office of the Corporation.
ARTICLE 6 - DIRECTOR(S)
The Director(s) of the Corporation shall be:
J. Bruce Gleason
Michael D. Umile
whose addresses shall be the same as the principal office of the Corporation.
ARTICLE 7 - CORPORATE CAPITALIZATION
7.1 The maximum number of shares that this Corporation is authorized to
have outstanding at any time is SEVEN THOUSAND FIVE HUNDRED (7,500) shares of
common stock, each share having the par value of ONE DOLLAR ($1.00).
7.2 No holder of shares of stock of any class shall have any preemptive
right to subscribe to or purchase any additional shares of any class, or any
bonds or convertible securities of any nature; provided, however, that the Board
of Director(s) may, in authorizing the issuance of shares of stock of any class,
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confer any preemptive right that the Board of Director(s) may deem advisable in
connection with such issuance.
7.3 The Board of Director(s) of the Corporation may authorize the
issuance from time to time of shares of its stock of any class, whether now or
hereafter authorized, or securities convertible into shares of its stock of any
class, whether now or hereafter authorized, for such consideration as the Board
of Director(s) may deem advisable, subject to such restrictions or limitations,
if any, as may be set forth in the bylaws of the Corporation.
7.4 The Board of Director(s) of the Corporation may, by Restated
Articles of Incorporation, classify or reclassify any unissued stock from time
to time by setting or changing the preferences, conversions or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
term or conditions of redemption of the stock.
ARTICLE 8 - SUB-CHAPTER S CORPORATION
The Corporation may elect to be an S Corporation, as provided in
Sub-Chapter S of the Internal Revenue Code of 1986, as amended.
8.1 The shareholders of this Corporation may elect and, if elected,
shall continue such election to be an S Corporation as provided in Sub-Chapter S
of the Internal Revenue Code of 1986, as amended, unless the shareholders of the
Corporation unanimously agree otherwise in writing.
8.2 After this Corporation has elected to be an S Corporation, none of
the shareholders of this Corporation, without the written consent of all the
shareholders of this Corporation shall take any action, or make any transfer or
other disposition of the shareholders' shares of stock in the Corporation, which
will result in the termination or revocation of such election to be an S
Corporation, as provided in Sub chapter S of the Internal Revenue Code of 1986,
as amended.
8.3 Once the Corporation has elected to be an S Corporation, each share
of stock issued by this Corporation shall contain the following legend:
"The shares of stock represented by this certificate cannot be transferred if
such transfer would void the election of the Corporation to be taxed under
Sub-Chapter S of the Internal Revenue Code of 1 986, as amended. "
ARTICLE 9 - SHAREHOLDERS' RESTRICTIVE AGREEMENT
All of the shares of stock of this Corporation may be subject to a
Shareholders' Restrictive Agreement containing numerous restrictions on the
rights of shareholders of the Corporation and transferability of the shares of
stock of the Corporation. A copy of the Shareholders' Restrictive Agreement, if
any, is on file at the principal office of the Corporation.
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ARTICLE 10 - POWERS OF CORPORATION
The Corporation shall have the same powers as an individual to do all
things necessary or convenient to carry out its business and affairs, subject to
any limitations or restrictions imposed by applicable law or these Articles of
Incorporation.
ARTICLE 11 - TERM OF EXISTENCE
This Corporation shall have perpetual existence.
ARTICLE 12- REGISTERED OWNER(S)
The Corporation, to the extent permitted by law, shall be entitled to
treat the person in whose name any share or right is registered on the books of
the Corporation as the owner thereto, for all purposes, and except as may be
agreed in writing by the Corporation, the Corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such share or right
on the part of any other person, whether or not the Corporation shall have
notice thereof.
ARTICLE 13 - REGISTERED OFFICE AND REGISTERED AGENT
The initial address of registered office of this Corporation is
AmeriLawyer, located at 343 Almeria Avenue, Coral Gables, Florida 33134. The
name and address of the registered agent of this Corporation is AmeriLawyer, 343
Almeria Avenue, Coral Gables, Florida 33134.
ARTICLE 14- BYLAWS
The Board of Director(s) of the Corporation shall have power, without
the assent or vote of the shareholders, to make, alter, amend or repeal the
Bylaws of the Corporation, but the affirmative vote of a number of Directors
equal to a majority of the number who would constitute a full Board of
Director(s) at the time of such action shall be necessary to take any action for
the making, alteration, amendment or repeal of the Bylaws.
ARTICLE 15 - EFFECTIVE DATE
These Articles of Incorporation shall be effective immediately upon
approval of the Secretary of State, State of Florida.
ARTICLE 16 - AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation, or in any amendment
hereto, or to add any provision to these Articles of Incorporation or to any
amendment hereto, in any manner now or hereafter prescribed or permitted by the
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provisions of any applicable statute of the State of Florida, and all rights
conferred upon shareholders in these Articles of Incorporation or any amendment
hereto are granted subject to this reservation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal, acknowledged
and filed the foregoing Articles of Incorporation under the laws of the State of
Florida, this APR 14,1998
/s/ Elsie Sanchez, Incorporator /s/
ACCEPTANCE OF REGISTERED AGENT DESIGNATED
IN ARTICLES OF INCORPORATION
AmeriLawyer, having a business office identical with the registered
office of the Corporation name above, and having been designated as the
Registered Agent in the above and foregoing Articles of Incorporation, is
familiar with and accepts the obligations of the position of Registered Agent
under the applicable provisions of the Florida Statutes.
AmeriLawyer
By: /s/ Natalia Utrera, Vice President /s/
Articles of Amendment to Articles of Incorporation
of
American Internet Technical Center, Inc.
Pursuant to the provisions of Section 607.1006, Florida Statutes, this
Florida profit corporation does hereby adopt the following articles of amendment
to its Articles of Incorporation:
Witnesseth:
First: Amendments adopted:
(3) Section 7.1 is hereby repealed and replaced by the following new Section
7.1:
"7.1 The maximum number of shares that this Corporation is
authorized to have outstanding at any time is 20,000,000
shares of common stock, each share having a par value of
$0.001."
(4) The current provisions of Article 6 will be re-designated as Section
6.1 and the following new Section 6.2 is hereby adopted and added to
the Corporation's Articles of Incorporation:
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"6.2 The Corporation's Board of Directors is hereby authorized,
without prior stockholder approval, to amend these Articles of
Incorporation, from time to time, in order to:
(1) Effect splits or reverse splits of the Corporation's
common or preferred stock; increase the amount of
authorized capital stock and determine the attributes
thereof, provided that such amendment may not
detrimentally affect the rights of holders of
outstanding capital stock, other than as a result of
pro rata dilution;
(2) Create a class of preferred stock and designate the
attributes of such preferred stock;
(3) Change the name of the Corporation; and,
(4) Such other matters as may be otherwise permitted
under then applicable laws of the State of Florida."
(5) Articles 5, 8, 14, are hereby repealed and replaced by the following new
Articles 5, 8 and 14, adopted and added to the Corporation's Articles of
Incorporation:
ARTICLE 5
INDEMNIFICATION
The Corporation shall indemnify its Officers, Directors and
authorized agents for all liabilities incurred directly, indirectly or
incidentally to services performed for or at the request of the
Corporation, and shall advance funds required for such purposes to the
person indemnified, to the fullest extent permitted under Florida law
existing now or hereinafter enacted, subject to such contractual
conditions or limitations as the Corporation and the indemnified person
may have agreed to in a written and subscribed instrument.
ARTICLE 8
LIMITATION ON STOCKHOLDER ACTIONS
In the event that this Corporation at any time has more than three
stockholders, none of which owns more than 95% of the Corporation's outstanding
common stock of all classes and series, then the following provisions shall be
applicable as to all stockholders who own less than 50% of the Corporation's
outstanding common stock of all classes and series ("Minority Stockholders"):
(1) Minority Stockholders shall not have a cause of action against
the Corporation's Of ficers, Directors or agents as a result
of any action taken, or as a result of their failure
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to take any action, unless deprivation of such right is deemed
a nullity because, in the specific case, deprivation of a
right of action would be impermissibly in conflict with the
public policy of the State of Florida.
(2) No Minority Stockholder may assert a derivative cause of
action on behalf of the Corporation, rather, any claims that
would give rise to derivative causes of action shall be
submitted in writing, specifying the nature of the cause of
action and providing all evidence associated with such claim,
to a special committee of the Board of Directors comprised of
members who do not also serve as officers of the Corporation
and are not reasonably involved with the subject cause of
action, or if no such directors are serving, to legal counsel
designated by the Corporation in which no attorney holds
shares of the Corporation's securities, holds any office or
position with the Corporation or is related by marriage or
through siblings, parents or children to any officer or
director of the Corporation, and the decision to litigate, or
not to litigate by such special committee or special counsel
shall be binding on the Corporation and the submitting
Minority Stockholder or Minority Stockholders; unless the
foregoing procedure has not been followed within 90 days after
completion of the submission by the subject Minority
Stockholder.
(3) The fact that this Article shall be inapplicable in certain
circumstances shall not render it inapplicable in any other
circumstances and the Courts of the State of Florida are
hereby granted the specific authority to restructure this
Article, on a case by case basis or generally, as required to
most fully give legal effect to its intent.
ARTICLE 14
AFFILIATED TRANSACTIONS
This Corporation shall not be subject to the restrictions or
requirements for affiliated transactions imposed by Sections 607.0901,
Florida Statutes, as permitted by the waiver provisions of Section
607.0901(5)(b) thereof."
Second: The date of each amendment adopted is: February 10, 1999.
Third: Adoption of Amendments:
The amendments were unanimously adopted by the shareholders. The number
of votes cast for the amendments were sufficient for approval.
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IN WITNESS WHEREOF, I have subscribed my name this 8th day of July,
1999.
Signed, Sealed & Delivered
In Our Presence
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- - ----------------------------- -----------------------------
J. Bruce Gleason, President
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