ARTICLES OF INCORPORATION
OF
TECHNIVISION, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a corporation under the laws of the State of
Nevada and we do hereby certify:
I.
The name of this corporation is TECHNIVISION, INC.
II.
The resident agent of said corporation shall be Pacific Corporate Services,
Inc., 7631 Bermuda Road, Las Vegas, NV 89123 and such other offices as may be
determined by the By-Laws in and outside of the State of Nevada.
III.
The objects to be transacted, business and pursuit and nature of the
business, promoted or carried on by this corporation are and shall continue to
be engaged in any lawful activity except banking or insurance.
IV.
The members of the governing board shall be styled Directors and the first
Board of Directors shall consist of one (1). The number of stockholders of said
corporation shall consist of one (1). The number of directors and shareholders
of this corporation may, from time to time, be increased or decreased by an
amendment to the By-Laws of this Corporation in that regard, and without the
necessity of amending these Articles of Incorporation. The name and address of
the first Board of Directors and of the incorporator signing these Articles is
as follows:
Martin Newman 3030 Bridgeway, #117
Sausalito, CA 94965
V.
The Corporation is to have perpetual existence.
VI.
The total authorized capitalization of this Corporation shall be and is the
sum of 25,000,000 shares common stock at $.001 par value, said shares to carry
full voting power and the said shares shall be issued fully paid at such time as
the Board of Directors may designate in
exchange for cash, property, or services, the stock of other corporations or
other values, rights or things, and the judgment of the Board of Directors as to
the value thereof shall be conclusive.
VII.
The capital stock shall be and remain non-assessable. The private property
of the stockholders shall not be liable for the debts or liabilities of the
Corporation.
IN WITNESS WHEREOF, we have set our hands this 31st day of May, 1996.
/s/
-----------------------------------
Martin Newman
STATE OF CALIFORNIA)
) SS
COUNTY OF MARIN )
On this 31st day of May 1996, before me a notary public in and for said
County and State, personally appeared Martin Newman, known to me to be the
person whose name is subscribed to the foregoing instrument, and he duly
acknowledged to me that he executed the same for the purpose therein mentioned.
IN WITNESS WHEREOF, I have set my hand and offered by official seal in said
County and State the day and year in this Certificate first above written.
/s/ Susan Dupuis
-----------------------------------
Notary Public
-2-
FILED: STATE OF NEVADA
JUNE 19, 1996
ARTICLES AND PLAN OF MERGER
OF
Prime Collateral, Inc., a Utah corporation
pursuant to the General Corporation Laws of the state of Utah
INTO
TECHNIVISION, INC., A Nevada corporation, as the Surviving Corporation
pursuant to Section 450 et seq. Nevada Revised Statutes
PLAN OF MERGER, dated this 3rd day of June, 1996, by and between Prime
Collateral, Inc., a Utah corporation ("Prime"), and all of the Directors
thereof, and TECHNIVISION, Inc., a Nevada corporation, ("TECHNIVISION"), and all
of the Directors thereof, the two corporations being hereinafter sometimes
called the Constituent Corporations.
WHEREAS, the Board of Directors of each of the Constituent Corporations
deem it advisable for the welfare of the Constituent Corporations that these
corporations merge under the terms and conditions hereinafter set forth, such
merger to be effected pursuant to the statutes of the State of Utah and the
statutes of the State of Nevada, and they have duly approved and authorized the
terms of the Plan of Merger.
WHEREAS, Prime is a corporation duly organized under the laws of the State
of Utah, having been incorporated on July 21, 1981 with authorized capital stock
consisting of One Hundred Million (100,000,000) shares, all of which are of one
class with a par value of $0.001 per share, of which 782,016 shares are issued
and outstanding; and,
WHEREAS, TECHNIVISION is a corporation duly organized under the laws of the
State of Nevada, having been incorporated on June 3, 1996, with authorized
capital consisting of 25,000,000 shares of $.001 par value of which 500,000
shares are issued and outstanding; and,
WHEREAS, the laws of the State of Utah and Nevada permit such a merger, and
the Constituent Corporations desire to merge under and pursuant to the
provisions of the laws of their respective states;
WHEREAS, the Plan of Merger is contained within the Articles of Merger;
and,
WHEREAS, there are no amendments to the Surviving Corporation's Articles of
Incorporation, therefore, no Stockholder approval is required.
WHEREAS, the addresses of the respective corporations are as follows:
Prime Collateral, Inc. Technivision, Inc.
3030 Bridgeway, #117 29425 C.R., #561
Sausalito, CA 94965 Tavares, FLA 32778
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, it is agreed that Prime of Utah and
TECHNIVISION of Nevada shall be merged, and that TECHNIVISION shall be the
Surviving Corporation, and the terms and conditions of such merger and the mode
of carrying it into effect are and shall be as follows:
1. NAME OF SURVIVING CORPORATION: The name of the corporation, which is
sometimes hereinafter referred to as the Surviving Corporation, shall, and, from
and after the effective date of the merger, be TECHNIVISION, INC. The separate
existence of Prime, a Utah corporation, shall case at the effective time of the
merger, except insofar as it may be continued by law or in order to carry out
the purposes of this Agreement of Merger, and except as continued in the
Surviving Corporation.
2. ARTICLES OF INCORPORATION OF SURVIVING CORPORATION: The Articles of
Incorporation of the Surviving Corporation shall be the Articles of
Incorporation of TECHNIVISION, Inc., a Nevada corporation, a copy of which is
annexed as Exhibit 1, hereto.
3. BYLAWS OF THE SURVIVING CORPORATION: The Bylaws of TECHNIVISION, Inc., a
Nevada corporation, at the effective time of the merger, shall be the Bylaws of
the Surviving Corporation, until altered or replaced as provided herein.
4. BOARD OF DIRECTORS AND OFFICERS: The members of the Board of Directors
and the officers of the Surviving Corporation immediately after the effective
time of the merger shall be those persons who were the members of the Board of
Directors and the officers, respectively, for the terms provided by law or in
the Bylaws, or until their respective successors are elected and qualified.
5. AUTHORITY TO CONDUCT BUSINESS: TECHNIVISION of Nevada represents that
the corporation has not filed an application for authority to do business in the
State of Utah. The Surviving Corporation will conduct no such business in Utah
without first filing and having such application approved.
6. CONVERSION OF SHARES: The manner of converting the shares of the
Constituent Corporation into the shares of the Surviving Corporation shall be
set forth in this paragraph, as follows: Immediately upon the effective date of
the merger, each share of stock of Prime of Utah outstanding in the hands of the
existing shareholders, being all of the shares of Prime outstanding, without any
action on the part of the holders thereof, shall automatically become and be
converted into common stock of the Surviving Corporation at the rate of one (1)
shares of the Surviving Corporation for each one (1) share of the common stock
of Prime of Utah and each outstanding certificate representing shares of the
common stock of Prime of Utah shall thereupon be deemed, for all corporate
purposes (other than the payment of dividends) to evidence the ownership of the
number of fully paid, non-assessable shares of common stock of the Surviving
Corporation into which such shares of common stock of Prime of Utah shall have
been converted.
7. RIGHTS OF SHAREHOLDERS: After the effective time of the merger, each
holder of a certificate which theretofore represented shares of common stock of
Prime of Utah shall case to have any rights as a shareholder of Prime, except
such as are expressly reserved to such stockholder by statute. After the
effective time of the merger, any holder of a certificate or certificates which
theretofore represented shares of the common stock of Prime may, but shall not
be required to, surrender the same to the Transfer Agent of the Surviving
Corporation, Pacific Stock Transfer, Las Vegas, Nevada, and shall thereupon be
entitled to receive in exchange therefore, a certificate or certificates
representing the number of shares of common stock of the Surviving Corporation
into which the shares of common
-2-
stock of Prime theretofore represented by each certificate or certificates,
shall have been converted.
8. EFFECTIVE DATE OF MERGER:
(a) For all purposes of the laws of the State of Utah, this Agreement
of Merger and the merger herein provided for shall become effective and the
separate existence of Prime, except insofar as it may be continued by statute,
shall case as soon as this Agreement shall have been adopted, approved, signed
and acknowledged in accordance with the laws of the State of Utah, and
certificates of its adoption and approval shall have been executed in accordance
with such laws; and this Certificate and this Certificate and Agreement of
Merger shall have been filed in the office of the Department of State of the
State of Utah.
(b) For all purposes of the laws of the State of Nevada, this
Agreement of Merger and the merger herein provided for shall become effective
and the separate existence of Prime, except insofar as it may be continued by
statute, shall cease as soon as this Agreement shall have been adopted,
approved, signed and acknowledged in accordance with the laws of the State of
Nevada and certificates of its adoption and approval shall have been executed in
accordance with such laws; and this Certificate of Merger shall have been filed
with the Secretary of State of the State of Nevada.
(c) The corporate identity, existence, purposes, powers, objects,
franchises, rights and immunities of TECHNIVISION shall continue unaffected and
unimpaired by the merger hereby provided for, and the corporate identities,
existences, purposes, powers, objects, franchises, rights and immunities of
Prime shall be continued in and merged into TECHNIVISION and TECHNIVISION shall
be fully vested therewith.
(d) The date upon which this Agreement is filed in the offices
mentioned above and upon which the Constituent Corporation shall so become a
single corporation is the effective date of the merger.
9. AUTHORIZATION. The parties hereto acknowledge and respectively represent
that this Merger Agreement is authorized by the laws of the respective
jurisdictions of the Constituent Corporations and that the matter was approved
at a special shareholders meeting of the respective corporation, at which the
shareholders voted, as follows:
Shares
Name of Corporation Outstanding Voted for Voted Against
------------------- ----------- --------- -------------
Prime Collateral, Inc. 782,016 608,000 None
TECHNIVISION, Inc. 500,000 500,000 None
10. FURTHER ASSURANCE OF TITLE: As and when requested by the Surviving
Corporation, or by its successors or assigns, Prime will execute and deliver or
cause to be executed and delivered all such deeds and instruments and will take
or cause to be taken all such further action as the Surviving Corporation may
deem necessary or desirable in order to vest in
-3-
and confirm to the Surviving Corporation, title to and possession of any
property of any of the Constituent Corporations acquired by the Surviving
Corporation by reason, or as a result, of the merger herein provided for and
otherwise to carry out the intent and purposes hereof, and the officers and
directors of Prime and the officers and directors of the Surviving Corporation
are fully authorized in the name of the respective Constituent Corporations or
otherwise, to take any and all such action.
11. SERVICE OF PROCESS OF SURVIVING CORPORATION: The Surviving Corporation
agrees that it may be served with process in the State of Utah in any proceeding
for enforcement of any obligation of Prime, as well as for the enforcement of
any obligation of the Surviving Corporation arising from the merger, including
any suit or other proceeding to enforce the right of any shareholder as
determined in appraisal proceedings pursuant to the provisions of the General
Corporation Law of the State of Utah, and hereby irrevocably appoints the
Secretary of State of the State of Utah, as its agent to accept service or
process in any suit or other proceedings. Copies of such process shall be mailed
to TECHNIVISION, at:
c/o TECHNIVISION, Inc.
3030 Bridgeway, Suite 117
Sausalito, CA 94965
12. SHAREHOLDERS RIGHT TO PAYMENT: The Surviving Corporation agrees that
subject to the provisions of the Corporate laws of the State of Utah, it will
pay to the shareholders of Prime, the amounts, if any, to which such
shareholders may be entitled under the provisions of the above statutes or the
laws of Utah, as the case may be.
13. ABANDONMENT: This Plan of Merger may be abandoned (a) by either
Constituent Corporation, acting by its Board of Directors, at any time prior to
its adoption by the shareholders of both of the Constituent Corporations, as
provided by law, or (b) by the mutual consent of the Constituent Corporations,
acting each by its Board of Directors, at any time after such adoption by such
shareholders and prior to the effective time of the merger. In the event of the
abandonment of this Agreement of Merger pursuant to (a) above, notice thereof
shall be given by the Board of Directors of the Constituent Corporation and
thereupon, or abandonment pursuant to (b) above, this Agreement of Merger shall
become wholly void and of no effect and there shall be no further liability or
obligation hereunder on the part of either the Constituent Corporations or of
its Board of Directors or shareholders.
-4-
IN WITNESS WHEREOF, each of the Constituent Corporations, pursuant to
authority granted by its Board of Directors, has caused this Agreement of Merger
to be executed by a majority of its Board of Directors and by its President and
its Secretary.
The respective Directors and Officers of the Constituent Corporations do
hereby certify that the above merger Agreement was adopted as set forth in the
above Agreement and that said resolutions have not been revoked or rescinded.
Prime Collateral, Inc.
/s/ Martin Newman
---------------------------------
Its President
/s/ Jane Kelly
---------------------------------
Its Secretary
ACKNOWLEDGEMENT BY NOTARY
STATE OF CALIFORNIA )
) SS.
COUNTY OF MARIN )
On June 3, 1996, personally appeared before me, Martin Newman, President,
and Jane Kelly, Secretary, of Prime Collateral, Inc. who acknowledge to me that
they were the signers of the foregoing Certificate and Agreement of Merger.
/s/ Susan Dupuis
---------------------------------
Notary Public
-5-
TECHNIVISION, INC.
/s/ Martin Newman
---------------------------------
Its President
/s/ Jane Kelly
---------------------------------
Its Secretary
ACKNOWLEDGEMENT BY NOTARY
STATE OF CALIFORNIA )
) SS.
COUNTY OF MARIN )
On June 3, 1996, personally appeared before me, Martin Newman, President,
and Jane Kelly, Secretary, of TECHNIVISION, Inc. who acknowledged to me that
they were the signers of the foregoing Certificate and Agreement of Merger.
/s/ Susan Dupuis
---------------------------------
Notary Public
-6-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California )
County of Marin )
On _______________________________, before me, SUSAN DUPUIS, Notary Public,
personally appeared
-------------------------------------------------------------
personally known to me OR _____ proven to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument, and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal
/s/
--------------------------------
SUSAN DUPOIS, NOTARY PUBLIC
- --------------------------------------------------------------------------------
OPTIONAL SECTION
Though statute does not require the Notary to fill in the data below, doing so
may prove invaluable to persons relying on the document.
INDIVIDUAL ATTORNEY-IN-FACT
- --------- ---------
X
- --------- ---------
CORPORATE OFFICER(S) --------- TRUSTEE(S)
/S/ authorized signatory --------- GUARDIAN/CONSERVATOR
------------------------------
TITLE(S) OTHER:
---------------------
---------------------
- --------- ---------
PARTNER(S) LIMITED
---------
GENERAL
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)
- --------------------------------------------------------------------------------
THIS CERTIFICATE MUST BE TITLE OF TYPE OF DOCUMENT Articles & Plan of
------------------
ATTACHED TO THE DOCUMENT Merger
------
DESCRIBED AT RIGHT
NUMBER OF PAGES 4
-
DATE OF DOCUMENT
- -------------------------- --------------------------
Though the data requested here is SIGNER(S) OTHER THAN NAMED ABOVE
not required by law, it could ------------
prevent fraudulent reattachment
of this form.
---------------------------------------------
Filed: State of Nevada
November 8, 1996
AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TECHNIVISION, INC.
I, Gary Luttrell, Assistant Secretary hereby state:
FIRST: Pursuant to the provisions of Sec. 78.385 and 78.390 of the Nevada
Business Corporation Act, the undersigned hereby adopt the following amendment
to its Articles as follows:
ARTICLE I: The name of the corporation is:
TECHNIVISION, INC.
NEW ARTICLE I: The name of the corporation is:
CHANCELLOR CORPORATION
SECOND: The foregoing amendment to the Articles of Incorporation of the
corporation were authorized and approved by a majority of the Shareholders on
Oct. 15, 1996 holding over 80% of the Common Share Votes pursuant to Section
78.230 of the Nevada Business Corporation Act, a majority of the shareholders
have consented to said amendment.
THIRD: The number of Directors of the Corporation is three (3):
President: Marilyn Bess, Director
Secretary/Treasurer: Cesar Yumall, Director
Assistant Secretary: Gary Luttrell, Director
/s/
- ---------------------------------- ----------------------------------
Marilyn Bess, President
/s/
----------------------------------
Gary Luttrell, Assist. Secretary
STATE OF CALIFORNIA )
)ss.
COUNTY OF MARIN )
On this 28th day of October, 1996, before me, a notary public in and for
said County and State, personally appeared Marilyn Bess and Gary Luttrell, known
to me to be the person whose name is subscribed to the foregoing instrument, and
he duly acknowledged to me that he executed the same for the purpose therein
mentioned.
IN WITNESS WHEREOF, I have set my hand and offered by official seal in said
County and State the day and year in this Certificate first above written.
/s/ Susan Dupuis
----------------------------------
NOTARY'S SIGNATURE
Filed: State of Nevada
November 4, 1997
RESTATED ARTICLES OF INCORPORATION
OF
CHANCELLOR CORPORATION
We, Martin Newman, President and Jane Kelly, Secretary, hereby declare:
FIRST: Pursuant to the provisions of Section 78.403 of the Nevada Business
Corporation Act, the undersigned corporation adopts the following restated
Articles of Incorporation:
ARTICLE I: The name of the corporation is:
Chancellor Corporation
ARTICLE II: The principal place of business of the corporation within the
State of Nevada shall be:
Pacific Corporate Services, Inc.
7631 Bermuda Road
Las Vegas, Nevada 89123
ARTICLE III: The objects to be transacted, business and pursuit and nature
of the business promoted or carried on by this corporation are and shall
continue to be engaged in any lawful activity except banking or insurance.
ARTICLE IV: Article IV, which currently authorizes one director and one
shareholder only is amended to provide for additional directors.
ORIGINAL ARTICLE IV FILED ON JUNE 3, 1996: The members of the governing
board shall be styled Director and the first Board of Directors shall consist of
one (1). The number of stockholders of said corporation shall consist of one
(1). The number of directors and shareholders of this corporation may, from time
to time, be increased or decreased by an amendment to the By-laws of this
Corporation in that regard, and without the necessity of amending these Articles
of Incorporation. The name and address of the first Board of Directors and of
the incorporator signing these Articles is as follows:
Martin Newman 3030 Bridgeway, #117
Sausalito CA 94965
AMENDED ARTICLE IV FILED ON NOVEMBER 8, 1996: The number of Directors of
the Corporation is three (3)
President: Marilyn Bess, Director
Secretary/Treasurer: Cesar Yumall, Director
Assistant Secretary: Gary Luttrell, Director
AMENDED ARTICLE IV: The governing body of the corporation shall be known as
directors, and the number, names and post office addresses of the Board of
Directors, which shall consist of three (3) are:
Martin Newman 3030 Bridgeway, #100
Sausalito, CA 94965
Ronald Sparks 3030 Bridgeway, #100
Sausalito, CA 94965
Jane Kelly 3030 Bridgeway, #100
Sausalito, CA 94965
ARTICLE V: The Corporation is to have perpetual existence.
ARTICLE VI: Article VI, which currently provides for authorized common
stock only is amended to provide authorization for common stock and preferred
stock.
ORIGINAL ARTICLE VI: The total authorized capitalization of this
Corporation shall be and is the sum of 25,000,000 shares common stock at $.001
par value, said shares to carry full voting power and the said shares shall be
issued fully paid at such time as the Board of Directors may designate in
exchange for cash, property, services, the stock of other corporations or other
values, rights or things, and the judgment of the Board of Directors as to the
value thereof shall be conclusive.
AMENDED ARTICLE VI: This corporation is authorized to issue two classes of
shares designated respectively "Common Stock" and "Preferred Stock", and
referred to herein as Common Stock or Common Shares and Preferred Stock or
Preferred Shares, respectively. The number of shares of Common Stock is ONE
HUNDRED MILLION (100,000,000) shares with a par value of one mil ($.001) per
share and the number of Preferred Stock is TEN MILLION (10,000,000) shares with
a par value of one mil ($.001) per share.
ARTICLE VII: A new Article VII is inserted to read:
NEW ARTICLE VII: The Preferred shares may be issued from time to time in
one or more series. The Board of Directors is authorized to fix the number of
shares of any series of Preferred Shares and to determine the designation of any
such series. The Board of Directors is also authorized to determine or alter the
rights, preferences, privileges, and restrictions granted to or imposed upon any
wholly unissued series of Preferred Shares, and, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series than outstanding)
the number of shares of any such series subsequent to the issue of shares of
that series.
-2-
ARTICLE VIII: Former Article VII is now Article VIII and reads, as follows:
NEW ARTICLE VIII: The capital stock shall be and remain non-assessable. The
private property of the stockholders shall not be liable for the debts or
liabilities of the Corporation.
ARTICLE IX: A new Article IX is inserted to read:
ARTICLE IX: In accordance with Section 78.037 of the Nevada Business
Corporation Code, the directors and officers of this corporation shall not be
personally liable to the corporation or its stockholders for damages for breach
of fiduciary duty as a director or officer, so long as the acts or omissions did
not involve international misconduct, fraud or a knowing violation of law or as
a result of the payment of dividends in violation of NRS 78.300.
SECOND: The foregoing Restated Articles of Incorporation of the corporation
and any amendments were authorized and approved by a majority of the Board of
Directors at a special meeting held on October 28, 1997, where, pursuant to
Section 78.320 of the Corporation Laws of the State of Nevada, a majority of the
shareholders, constituting 3,764,197 out of the 4,364,197 issued and
outstanding, have consented to the amendment.
October 28, 1997.
/s/
---------------------------------------------
Martin Newman
President
/s/
---------------------------------------------
Jane Kelly
Secretary
State of California )
) ss.
County of Marin )
On October 28, 1997, personally appeared before me, Martin Newman,
President and Jane Kelly, Secretary of Chancellor Corporation, who acknowledged
to me that they were the signers of the foregoing Restated Articles of
Incorporation.
SEAL
/s/ Susan Dupuis
---------------------------------------------
Notary Public
-3-
FILED
IN THE OFFICE OF THE SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV. 04, 1997
No. C12177-96
THIS FORM SHOULD ACCOMPANY AMENDED
ARTICLES OF INCORPORATION FOR A NEVADA CORPORATION
Name of Corporation: CHANCELLOR CORPORATION.................................
Date of adoption of Amended and Restated Articles: ..10/28/97...................
3. If the articles were amended, please indicate what changes have been made:
(a) Was there a name change? Yes __ No X . If yes, what is the new name?
........................................................................
(b) Did you change the resident agent? Yes __ No X . If yes, please indicate
the new resident agent and address
........................................................................
Please attach the resident agent acceptance certificate.
(c) Did you change the purposes? Yes __ No X . Did you add --- Banking? __,
Gaming? __, Insurance? __. None of these? __
(d) Did you change the capital stock? Yes X No __. If yes, -- ---- what is
the new capital stock? 100,000,000 common shares, $.001 par
value;...10,000,000.. preferred shares....$0.001..par..value.........
(e) Did you change the directors? Yes X No___. If yes, ---- indicate the
change: Martin Newman,...Ronald..Sparks...and...Jane Kelly replaced
three previously named......................................
(f) Did you add the directors liability provision? Yes X No__ --
(g) Did you change the period of existence? Yes __ No X . If --- yes, what
is the new existence?.............................................
(h) If none of the above apply, and you have amended or modified the
articles, how did you change your
articles?...............................................................
........................................................................
........................................................................
/s/.......................................
Name and Title of Officer
Jane Kelly, Secretary
Date 10/28/97
State of...California.........)
)
County of...Marin.............)
On...October..28,..1997....personally appeared before me, a Notary
Public...Jane..Kelley......., who acknowledged that he/she executed the above
document.
(notary stamp or seal) /s/ Susan Dupuis.....................
Notary Public
Filed: IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
November 17, 1998
No. C-12177-96
AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CHANCELLOR CORPORATION
I, Jane Kelly, Secretary hereby state:
FIRST: Pursuant to the provisions of Sec. 78.385 and 78.390 of the Nevada
Business Corporation Act, the undersigned hereby adopt the following amendment
to its Articles as follows:
ARTICLE I: The name of the corporation is:
CHANCELLOR CORPORATION
NEW ARTICLE I: The name of the corporation is:
TOPAZ GROUP INCORPORATED
SECOND: The foregoing amendment to the Articles of Incorporation of the
corporation were authorized and approved by a majority of the shareholders on
Nov. 6, 1998 holding over 80% of the Common Share Votes pursuant to Section
78.230 of the Nevada Business Corporation Act, a majority of the shareholders
have consented to said amendment.
THIRD: The number of Directors of the Corporation is three (3):
President: Martin Newman, Director
Secretary/Treasurer: Jane Kelly, Director
Assistant Secretary: Gary Luttrell, Director
/s/
--------------------------
Martin Newman, President
/s/
--------------------------
Jane Kelly, Secretary
STATE OF CALIFORNIA )
)ss.
COUNTY OF MARIN )
On this 13th day of November, 1998, before me, a notary public in and for
said County and State, personally appeared Jane Kelly and Martin Newman, known
to me to be the person whose name is subscribed to the foregoing instrument, and
they duly acknowledged to me that they executed the same for the purpose therein
mentioned.
IN WITNESS WHEREOF, I have set my hand and offered by official seal in said
County and State the day and year in this Certificate first above written.
/s/ Susan Dupuis
--------------------------
NOTARY'S SIGNATURE