<Page>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
NEWCO RGLG 1, INC.
The undersigned, being a natural person of the age of eighteen years or
more, for the purpose of forming a corporation under "The General and Business
Corporation Law of Missouri", does hereby adopt the following Articles of
Incorporation:
FIRST. The name of the corporation is: Newco RGLG 1, Inc.
SECOND. The address of its initial registered office in the State of
Missouri is 2300 City Center Square, P. 0. Box 26278, Kansas City, Missouri
64196, and the name of its initial registered agent at such address is Marvin L.
Rich.
THIRD. The aggregate number of shares which the corporation shall have
authority to issue shall be one million (1,000,000) shares of common stock, each
of the par value of one cent ($.01) per share.
FOURTH. The name and place of residence of the incorporator are as
follows:
<Table>
<Caption>
Name Residence
Marvin L. Rich 6632 Wenonga Road
Mission, Kansas 66208
</Table>
FIFTH. The number of directors to constitute the first board of
directors of the corporation is five (5). Thereafter the number of directors
shall be fixed by, or in the manner provided in, the bylaws of the corporation.
Any change in the number of directors shall be reported to the Secretary of
State within thirty (30) calendar days of such change. Directors need not be
shareholders unless the bylaws require them to be shareholders.
The persons to constitute the first board of directors, each of whom
shall hold office until the first annual meeting of the shareholders or until
his successor shall have been elected and qualified, are as follows:
Rex Wiggins
Tom Olofson
Terry Matlack
Max Muller
SIXTH. The duration of the corporation is perpetual.
SEVENTH. This corporation is formed for the following purposes:
(a) To engage in every aspect of data processing, creation of
data bases, communications and other computer related activities.
(b) To buy, lease, rent or otherwise acquire, own, hold, use,
divide, partition, develop, improve, operate and sell, lease, mortgage or
otherwise dispose of, deal in and turn to account real estate, leaseholds and
any and all interests or estates therein or appertaining thereto; and to
construct,
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manage, operate, improve, maintain and otherwise deal with buildings, structures
and improvements situated or to be situated on any real estate or leasehold.
(c) To engage in any mining, manufacturing, chemical,
metallurgical, processing or related business, and to buy, lease, construct or
otherwise acquire, own, hold, use, sell, lease, mortgage OR otherwise dispose
of, plants, works, facilities and equipment therefor.
(d) To buy, utilize, lease, rent, import, export, manufacture,
produce, design, prepare, assemble, fabricate, improve, develop, sell, lease,
mortgage, pledge, hypothecate, distribute and otherwise deal in at wholesale,
retail or otherwise, and as principal, agent or otherwise, all commodities,
goods, wares, merchandise, machinery, tools, devices, apparatus, equipment and
all other personal property, whether tangible or intangible, of every kind
without limitation as to description, location or amount.
(e) To apply for, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, enjoy, turn to
account, grant licenses in respect of, manufacture under, introduce, sell,
assign, mortgage, pledge or otherwise dispose of:
1. Any and all inventions, devices, processes and formulae and
any improvements and modifications thereof;
2. Any and all letters patent of the United States or of any
other country, state or locality, and all rights connected therewith or
appertaining thereto;
3. Any and all copyrights granted by the United States or any
other country, state or locality;
4. Any and all trademarks, trade names, trade symbols and
other indications of origin and ownership granted by or recognized
under the laws of the United States or of any other country, state or
locality; and to conduct and carry on its business in any or all of its
various branches under any trade name or trade names.
(f) To engage in, carry on and conduct research, experiments,
investigations, analyses, studies and laboratory work, for the purpose of
discovering new products or to improve products, articles and things, and to
buy, construct or otherwise acquire, own, operate, maintain, lease, sell,
mortgage or otherwise dispose of, laboratories and similar facilities, plants
and any and all other establishments, and to procure, construct, own, use, hold
and dispose of all necessary equipment in respect thereof, for the purposes
aforesaid.
(g) To enter into any lawful contract or contracts with
persons, firms, corporations, other entities, governments or any agencies or
subdivisions thereof, including guaranteeing the performance of any contract or
any obligation of any person, firm, corporation or other entity.
(h) To purchase and acquire, as a going concern or otherwise,
and to carry on, maintain and operate all or any part of the property or
business of any corporation, firm, association, entity, syndicate or person
whatsoever, deemed to be of benefit to the corporation, or of use in any manner
in connection with any of its purposes; and to dispose thereof upon such terms
as may seem advisable to the corporation.
(i) To purchase or otherwise acquire, hold, sell, pledge,
reissue, transfer or otherwise deal in, shares of the corporation's own stock
provided that it shall not use its funds or property for the purchase of its own
shares of stock when such use would be prohibited by law, by the articles of
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incorporation or by the bylaws of the corporation; and, provided further, that
shares of its own stock belonging to it shall not be voted upon directly or
indirectly.
(j) To invest, lend and deal with moneys of the corporation in
any lawful manner, and to acquire by purchase, by the exchange of stock or other
securities of the corporation, by subscription or otherwise, and to invest in,
to hold for investment or for any other purpose, and to use, sell, pledge or
otherwise dispose of, and in general to deal in any interest concerning or enter
into any transaction with respect to (including "long" and "short" sales of) any
stocks, bonds, notes, debentures, certificates, receipts and other securities
and obligations of any government, state, municipality, corporation, association
or other entity, including individuals and partnerships and, while owner
thereof, to exercise all of the rights, powers and privileges of ownership,
including, among other things, the right to vote thereon for any and all
purposes and to give consents with respect thereto.
(k) To borrow or raise money for any purpose of the
corporation and to secure any loan, indebtedness or obligation of the
corporation and the interest accruing thereon, and for that or any other purpose
to mortgage, pledge, hypothecate or charge all or any part of the present or
hereafter acquired property, rights and franchises of the corporation, real,
personal, mixed or of any character whatever, subject only to limitations
specifically imposed by law.
(l) To do any or all of the things hereinabove enumerated
alone for its own account, or for the account of others, or as the agent for
others, or in association with others or by or through others, and to enter into
all lawful contracts and undertakings in respect thereof.
(m) To have one or more offices, to conduct its business,
carry on its operations and promote its objects within and without the State of
Missouri and anywhere in the world, without restriction as to place, manner or
amount, but subject to the laws applicable thereto: and to do any or all of the
things herein set forth to the same extent as a natural person might or could do
and in any part of the world, either alone or in the company with others.
(n) In general, to carry on any other business in connection
with each and all of the foregoing or incidental thereto, and to carry on,
transact and engage in any and every lawful business or other lawful thing
calculated to be of gain, profit or benefit to the corporation as fully and
freely as a natural person might do, to the extent and in the manner, and
anywhere within and without the State of Missouri, as it may from time to time
determine; and to have and exercise each and all of the powers and privileges,
either direct or incidental, which are given and provided by or are available
under the laws of the State of Missouri in respect of general and business
corporations organized for profit thereunder; provided, however, that the
corporation shall not engage in any activity for which a corporation may not be
formed under the laws of the State of Missouri.
None of the purposes and powers specified in any of the paragraphs of
this Article SEVENTH shall be in any way limited or restricted by reference to
or inference from the terms of any other paragraph, and the purposes and powers
specified in each of the paragraphs of this Article SEVENTH shall be regarded as
independent purposes and powers. The enumeration of specific purposes and powers
in this Article SEVENTH shall not be construed to restrict in any manner the
general purposes and powers of this corporation, nor shall the expression of one
thing be deemed to exclude another, although it be of like nature. The
enumeration of purposes or powers herein shall not be deemed to exclude or in
any way limit by inference any purposes of powers which this corporation has
power to exercise, whether expressly by the laws of the State of Missouri, now
or hereafter in effect, or impliedly by any reasonable construction of such
laws.
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EIGHTH. (a) Except as may be otherwise specifically provided by
statute, or the articles of incorporation or the bylaws of the corporation, as
from time to time amended, all powers of management, direction and control of
the corporation shall be, and hereby are, vested in the board of directors.
(b) The bylaws of the corporation may from time to time be
altered, amended, suspended or repealed, or new bylaws may be adopted, in any of
the following ways: (i) by the affirmative vote, at any annual or special
meeting of the shareholders, of the holders of a majority of the outstanding
shares of stock of the corporation entitled to vote; or (ii) by resolution
adopted by a majority of the full board of directors at a meeting thereof, or
adopted by a majority of the full board of directors at a meeting thereof; or
(iii) by unanimous written consent of all the shareholders or all the directors
in lieu of a meeting; provided, however, that the power of the directors to
alter, amend, suspend or repeal the bylaws or any portion thereof may be denied
as to any bylaws or portion thereof enacted by the shareholders if at the time
of such enactment the shareholders shall so expressly provide.
(c) The corporation may agree to the terms and conditions upon
which any director, officer, employee or agent accepts his office or position
and in its bylaws or otherwise may agree to indemnify and protect any director,
officer, employee or agent to the extent permitted by the laws of Missouri.
NINTH. Insofar as it is permitted under the laws of Missouri and except
as may be otherwise provided by the bylaws of the corporation, no contract or
other transaction between this corporation and any other firm or corporation
shall be affected or invalidated solely by reason of the fact that any director
or officer of this corporation is interested in, or is a member, shareholder,
director or officer of such other firm or corporation; and any director or
officer of this corporation, individually or jointly with one or more other
directors or officers of this corporation, may be a party to, or may be
interested in, any contract or transaction of this corporation or in which this
corporation is interested, and no such contract or transaction shall be
invalidated thereby.
TENTH. The directors shall have power to hold their meetings and to
keep the books (except any books required to be kept in the State of Missouri,
pursuant to the laws thereof) at any place within or without the State of
Missouri.
ELEVENTH. The corporation shall be entitled to treat the registered
holder of any shares of the corporation as the owner of such shares and of all
rights derived from such shares for all purposes. The corporation shall not be
obligated to recognize any equitable or other claim to or interest in such
shares or rights on the part of any other person, including, but without
limiting the generality of the term "person", a purchaser, pledgee, assignee or
transferee of such shares or rights, unless and until such person becomes the
registered holder of such shares, and the foregoing shall apply whether or not
the corporation shall have either actual or constructive notice of the interest
of such person.
TWELFTH. The corporation reserves the right to alter, amend or repeal
any provision contained in its articles of incorporation in the manner now or
hereafter prescribed by the statutes of Missouri, and all rights and powers
conferred herein are granted subject to this reservation; and, in particular,
the corporation reserves the right and privilege to amend its articles of
incorporation from time to time so as to authorize other or additional classes
of shares (including preferential shares), to increase or decrease the number of
shares of any class now or hereafter authorized, to establish, limit or deny to
shareholders of any class the right to purchase or subscribe for any shares of
stock of the corporation of any class, whether now or hereafter authorized or
whether issued for cash, property or services or as a dividend or otherwise, or
to purchase or subscribe for any obligations, bonds, notes, debentures, or
securities or stock convertible into shares of stock of the corporation or
carrying or evidencing any right to purchase shares of stock of any class, and
to vary the preference, priorities, special powers, qualifications, limitations,
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restrictions and the special or relative rights or other characteristics in
respect of the shares of each class, and to accept and avail itself of, or
subject itself to, the provisions of any statutes of Missouri hereafter enacted
pertaining to general and business corporations, to exercise all the rights,
powers and privileges conferred upon corporations organized thereunder or
accepting the provisions thereof and to assume the obligations and duties
imposed therein, upon the affirmative vote of the holders of a majority of the
shares of stock entitled to vote thereon, or, in the event the laws of Missouri
require a separate vote by classes of shares, upon the affirmative vote of the
holders of a majority of the shares of each class whose separate vote is
required thereon.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th
day of July, 1988.
/s/ Marvin L. Rich
-------------------------------------
Marvin L. Rich
Incorporator
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
Subscribed and sworn to before me on this 13th day of July, 1988.
/s/ Barbara Ragan
-------------------------------------
Notary Public
BARBARA RAGAN
Notary Public State of Missouri
Platte County
My Commission Expires: July 10, 1991
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STATE OF MISSOURI - OFFICE OF SECRETARY OF STATE
JAMES C. KIRKPATRICK, SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
(1) The present name of the Corporation is Newco RGLG 1, Inc.
The name under which it was originally organized was Newco RGLG 1, Inc.
(2) An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on July 29, 1988.
(3) Article #1 is amended to read as follows:
The name of the corporation is: Electronic Processing, Inc.
(4) Of the 300,000 shares outstanding, 300,000 of such shares were
entitled to vote on such amendment.
The number of outstanding shares of any class ENTITLED TO VOTE THEREON
as a class were as follows:
<Table>
<Caption>
NUMBER OF
CLASS OUTSTANDING SHARES
Common 300,000
</Table>
(5) The number of shares voted for and against the amendment was as
follows:
<Table>
<Caption>
CLASS NO. VOTED FOR NO. VOTED AGAINST
Common 300,000 0
</Table>
(6) If the amendment changed the number or par value of authorized
shares having a par value the amount in dollars of authorized shares having a
par value as changed is: n/a.
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are: n/a.
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(7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction shall be effected: n/a.
IN WITNESS WHEREOF, the undersigned, Max Muller, President, has
executed this instrument and its Assistant Secretary, Peggy Mitchell, has
affixed its corporate seal hereto and attested said seal on the 10th day of
August, 1988.
NEWCO RGLG 1, INC.
(Name of Corporation)
PLACE
CORPORATE SEAL
HERE
(IF NO SEAL, STATE "NONE") By: /s/ Max Muller
-----------------------------
President
NONE
ATTEST:
/s/ Peggy J. Mitchell
- ----------------------------
Asst. Secretary
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STATE OF MISSOURI
JUDITH K MORIARTY, SECRETARY OF STATE
Corporation Division
STATEMENT OF CHANGE IN NUMBER OF DIRECTORS
SECTIONS 351.055(6), 351.085,1(4) AND 351.315.3 RSMO.
NO FILING FEE - FILE ONE COPY
CORPORATE CHARTER NO. 00317180
1. THE NAME OF THE CORPORATION IS:
ELECTRONIC PROCESSING, INC.
THE NAME UNDER WHICH IT WAS ORIGINALLY ORGANIZED WAS:
NEWCO RGLG 1, INC.
2. EFFECTIVE JUNE 15, 1993, THE NUMBER OF PERSONS CONSTITUTING ITS BOARD
OF DIRECTORS WAS CHANGED FROM 5 TO 3.
/s/ TOM W. OLOFSON
- ------------------------------ JULY 15, 1993
TOM W. OLOFSON, CHAIRMAN DATE
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STATE OF MISSOURI
JUDITH K. MORIARTY, SECRETARY OF STATE
Corporation Division
STATEMENT OF CHANGE IN NUMBER OF DIRECTORS
SECTIONS 351.055(6), 351.085,1(4) AND 351.315.3 RSMO.
NO FILING FEE - FILE ONE COPY
CORPORATE CHARTER NO. 00317180
1. THE NAME OF THE CORPORATION IS:
ELECTRONIC PROCESSING, INC.
THE NAME UNDER WHICH IT WAS ORIGINALLY ORGANIZED WAS:
NEWCO RGLG 1, INC.
2. EFFECTIVE JULY 15, 1994, THE NUMBER OF PERSONS CONSTITUTING ITS BOARD
OF DIRECTORS WAS CHANGED FROM 3 TO 2.
/s/ TOM W. OLOFSON
- -------------------------------------- AUGUST 11, 1994
TOM W. OLOFSON, CHAIRMAN DATE
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STATE OF MISSOURI
Corporation Division
STATEMENT OF CHANGE IN NUMBER OF DIRECTORS
SECTIONS 351.055(6), 351.085,1(4) AND 351.315.3 RSMO.
NO FILING FEE - FILE ONE COPY
CORPORATE CHARTER NO. 00317180
1. THE NAME OF THE CORPORATION IS:
ELECTRONIC PROCESSING, INC.
THE NAME UNDER WHICH IT WAS ORIGINALLY ORGANIZED WAS:
NEWCO RGLG 1, INC.
2. EFFECTIVE DECEMBER 30, 1994, THE NUMBER OF PERSONS CONSTITUTING ITS
BOARD OF DIRECTORS WAS CHANGED FROM 2 TO 3.
/s/ TOM W. OLOFSON
- ------------------------------------- OCTOBER 26, 1995
TOM W. OLOFSON, CHAIRMAN DATE
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STATE OF MISSOURI
Corporation Division
STATEMENT OF CHANGE IN NUMBER OF DIRECTORS
Sections 351.055(6), 351.085,1(4) and 351.315.3 RSMo.
No filing fee - File one copy
CORPORATE CHARTER NO. 00317180
1. THE NAME OF THE CORPORATION IS:
ELECTRONIC PROCESSING, INC.
THE NAME UNDER WHICH IT WAS ORIGINALLY ORGANIZED WAS:
NEWCO RGLG 1, INC.
2. EFFECTIVE OCTOBER 16, 1995, THE NUMBER OF PERSONS CONSTITUTING ITS
BOARD OF DIRECTORS WAS CHANGED FROM 3 TO 4.
/s/ TOM W. OLOFSON
- --------------------------------------- OCTOBER 26, 1995
TOM W. OLOFSON, CHAIRMAN DATE
11
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STATE OF MISSOURI . . . OFFICE OF SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Electronic Processing,
Inc.
The name under which it was originally organized was NEWCO
RGLG, I, Inc.
2. An amendment to the Corporation's Articles of Incorporation
was adopted by the shareholders on October 12, 1995.
3. Article Third is amended to read as follows:
Third. The aggregate number of shares, class and par value, if
any, which the corporation shall have authority to issue shall
be 3,000,000 shares of common stock, each with a par value of
$.01.
There are no preferences, qualifications, limitations,
restrictions, or special or relative rights, including
convertible rights, if any, with respect to the authorized
shares of stock.
4. Of the 300,000 shares outstanding, 300,000 of such shares were
entitled to vote on such amendment.
The number of outstanding shares of any class entitled to vote
thereon as a class were as follows:
<Table>
<Caption>
Class Number of Outstanding Shares
----- ----------------------------
Common 300,000
</Table>
5. The number of shares voted for and against the amendment was
as follows:
<Table>
<Caption>
Class No. Voted For No. Voted Against
----- ------------- -----------------
Common 300,000 -0-
</Table>
6. If the amendment changed the number of par value of authorized
shares having a par value, the amount in dollars of authorized
shares having a par value as changed is: $30,000.00.
If the amendment changed the number of authorized shares
without par value, the authorized number of shares without par
value as changed and the consideration proposed to be received
for such increased authorized shares without par value as are
to be presently issued are: N/A
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7. If the amendment provides for an exchange, reclassification,
or cancellation of issued shares, or a reduction of the number
of authorized shares of any class below the number of issued
shares of that class, the following is a statement of the
manner in which such reduction shall be effected: N/A
IN WITNESS WHEREOF, the undersigned, Tom W. Olofson, President, has
executed this instrument and Robert C. Levy, its Secretary has affixed its
corporate seal hereto and attested said seal on the 31st day of October, 1995.
PLACE CORPORATE
SEAL HERE
ELECTRONIC PROCESSING, INC.
By: /s/ Tom W. Olofson
---------------------------------
Tom W. Olofson, President
ATTEST:
By: /s/ Robert C. Levy
--------------------------------------
Robert C. Levy, Secretary
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STATE OF MISSOURI . . . OFFICE OF SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned corporation hereby certifies the following:
1. The present name of the Corporation is Electronic Processing,
Inc.
The name under which it was originally organized was NEWCO
RGLG I, Inc.
2. An amendment to the corporation's Articles of Incorporation
was adopted by the directors and shareholders on April 1,
1996.
3. Article Third is amended to read as follows:
THIRD. The aggregate number of shares, class and par value, if
any, which the corporation shall have authority to issue shall
be 5,000,000 shares of common stock, each with a par value of
$.01.
There are no preferences, qualifications, limitations,
restrictions, or special or relative rights, including
convertible rights, if any, with respect to the authorized
shares of stock.
4. Of the 300,000 shares of the corporation outstanding, 300,000
of such shares were entitled to vote on such amendment.
The number of outstanding shares of any class entitled to vote
thereon as a class were as follows:
<Table>
<Caption>
Class Number of Outstanding Shares
----- ----------------------------
Common 300,000
</Table>
5. The number of shares voted for and against the amendment was
as follows:
<Table>
<Caption>
Class No. Voted For No. Voted Against
----- ------------- -----------------
Common 300,000 -0-
</Table>
6. If the amendment changed the number of par value of authorized
shares having a par value, the amount in dollars of authorized
shares having a par value as changed is: $50,000.00.
If the amendment changed the number of authorized shares
without par value, the authorized number of shares without par
value as changed and the consideration proposed to be received
for such increased authorized shares without par value as are
to be presently issued are: N/A
7. If the amendment provides for an exchange, reclassification,
or cancellation of issued shares, or a reduction of the number
of authorized shares of any class below the number of issued
shares of that class, the following is a statement of the
manner in which such reduction shall be effected: N/A
14
<Page>
IN WITNESS WHEREOF, the undersigned, Tom W. Olofson, President, has
executed this instrument and Robert C. Levy, its Secretary has affixed its
corporate seal hereto and attested said seal on the 1st day of April, 1996.
PLACE CORPORATE
SEAL HERE
ELECTRONIC PROCESSING, INC.
By: /s/ Tom W. Olofson
--------------------------------
Tom W. Olofson, President
ATTEST:
By: /s/ Robert C. Levy
-----------------------------------
Robert C. Levy, Secretary
15
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STATE OF MISSOURI . . . OFFICE OF SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Electronic Processing,
Inc.
The name under which it was originally organized was NEWCO
RGLG I, Inc.
2. An amendment to the Corporation's Articles of Incorporation
was adopted by the shareholders on June 3, 1997.
3. Article Third is amended to read as follows:
THIRD. The aggregate number of shares, class and par value, if
any, which the corporation shall have authority to issue shall
be 10,000,000 shares of common stock, each with a par value of
$.01.
4. Of the 3,400,000 shares outstanding, 3,400,000 of such shares
were entitled to vote on such amendment.
The number of outstanding shares of any class entitled to vote
thereon as a class were as follows:
<Table>
<Caption>
Class Number of Outstanding Shares
----- ----------------------------
Common 3,400,000
</Table>
5. The number of shares voted for and against the amendment was
as follows:
<Table>
<Caption>
Class No. Voted For No. Voted Against
----- ------------- -----------------
Common 3,304,255 12,230
</Table>
6. If the amendment changed the number of par value of authorized
shares having a par value, the amount in dollars of authorized
shares having a par value as changed is: $100,000.
If the amendment changed the number of authorized shares
without par value, the authorized number of shares without par
value as changed and the consideration proposed to be received
for such increased authorized shares without par value as are
to be presently issued are:
N/A
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7. If the amendment provides for an exchange, reclassification,
or cancellation of issued shares, or a reduction of the number
of authorized shares of any class below the number of issued
shares of that class, the following is a statement of the
manner in which such reduction shall be effected:
N/A
IN WITNESS WHEREOF, the undersigned, Tom W. Olofson, President, has
executed this instrument and Robert C. Levy, its Secretary has affixed its
corporate seal hereto and attested said seal on the 24th day of February, 1998.
PLACE CORPORATE
SEAL HERE
ELECTRONIC PROCESSING, INC.
By: /s/ Tom W. Olofson
--------------------------------
Tom W. Olofson, President
ATTEST:
By: /s/ Robert C. Levy
-----------------------------------
Robert C. Levy, Secretary
17
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STATE OF MISSOURI - OFFICE OF SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Electronic Processing,
Inc.
The name under which it was originally organized was NEWCO
RGLG I, Inc.
2. An amendment to the Corporation's Articles of Incorporation
was adopted by the shareholders on June 1, 1999.
3. ARTICLE THIRD of the Corporation's Articles of Incorporation
is amended in its entirety to read as follows:
THIRD: The total number of shares of all classes of
stock which the corporation shall have the authority to issue
is Twelve Million (12,000,000), consisting of Ten Million
(10,000,000) shares of Common Stock, $0.01 par value per
share, and Two Million (2,000,000) shares of Preferred Stock,
$1.00 par value per share.
A. COMMON STOCK
1. GENERAL. The voting, dividend and liquidation rights of the
holders of the Common Stock are subject to and qualified by
the rights of the holders of the Preferred Stock of any series
as may be designated by the Board of Directors upon any
issuance of the Preferred Stock of any series.
2. VOTING. The holders of the Common Stock are entitled to one
vote for each share held at all meetings of shareholders (and
written actions in lieu of meetings). There shall be no
cumulative voting.
3. DIVIDENDS. Dividends may be declared and paid on the Common
Stock from funds lawfully available therefor as and when
determined by the Board of Directors and subject to any
preferential dividend rights of any then outstanding series of
Preferred Stock.
4. LIQUIDATION. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of
Common Stock will be entitled to receive all assets of the
Corporation available for distribution to its shareholders,
subject to any rights of any then outstanding series of
Preferred Stock.
18
<Page>
B. PREFERRED STOCK.
Preferred Stock may be issued from time to time in one or more
series, each of such series to have such terms as stated or expressed
herein and in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors of the Corporation as
hereinafter provided. Authority is hereby expressly granted to the
Board of Directors from time to time to issue the Preferred Stock in
one or more series, and in connection with the creation of any such
series, by resolution or resolutions providing for the issue of the
shares thereof, to determine and fix such voting powers, full or
limited, or no voting powers and such designations, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations and restrictions thereof, including without
limitation, dividend rights, conversion rights, redemption privileges
and liquidation preferences, as shall be stated and expressed in such
resolutions, all to the full extent now or hereafter permitted by the
General and Business Corporation Law of Missouri. Without limiting the
generality of the foregoing, except as otherwise provided in the
resolutions providing for the issuance of any series of Preferred
Stock, the resolutions providing for issuance of any series of
Preferred Stock may provide that such series shall be superior or rank
equally or be junior to the Preferred Stock of any other series to the
extent permitted by law. Except as otherwise provided in the
resolutions providing for the issuance of any series of Preferred
Stock, no vote of the holders of the Preferred Stock or Common Stock
shall be a prerequisite to the issuance of any shares of any series of
the Preferred Stock authorized by and complying with the conditions of
these Articles of Incorporation.
C. GENERAL.
No shareholder shall be entitled as a matter of right to
subscribe for, purchase or receive any part of any new or additional
issue of stock of any class, whether now or hereafter authorized, or of
any bonds, debentures or other securities convertible into stock of any
class, and all such additional shares of stock, bonds, debentures or
other securities convertible into stock may be issued by the Board of
Directors to such person or persons, on such terms and for such
consideration as the Board of Directors, in their discretion, may
determine.
ARTICLE TWELFTH of the Corporation's Articles of Incorporation is
deleted in its entirety.
4. Of the 4,635,068 shares outstanding, 4,635,068 of such shares
were entitled to vote on such amendment.
The number of outstanding shares of any class entitled to vote
thereon as a class were as follows:
<Table>
<Caption>
Class Number of Outstanding Shares
----- ----------------------------
Common 4,635,068
</Table>
5. The number of shares voted for and against the amendment was
as follows:
<Table>
<Caption>
Class No. Voted For No. Voted Against
----- ------------- -----------------
Common 2,391,709 361,958
</Table>
6. If the amendment changed the number of par value of authorized
shares having a par value, the amount in dollars of authorized
shares having a par value as changed is: N/A
19
<Page>
If the amendment changed the number of authorized shares
without par value, the authorized number of shares without par
value as changed and the consideration proposed to be received
for such increased authorized shares without par value as are
to be presently issued are: N/A
7. If the amendment provides for an exchange, reclassification,
or cancellation of issued shares, or a reduction of the number
of authorized shares of any class below the number of issued
shares of that class, the following is a statement of the
manner in which such reduction shall be effected: N/A
IN WITNESS WHEREOF, the undersigned, Christopher E. Olofson, President,
has executed this instrument and Michael Rider, its Assistant Secretary has
affixed its corporate seal hereto and attested said seal on the 19th day of
July, 1999.
PLACE CORPORATE
SEAL HERE
ELECTRONIC PROCESSING, INC.
By: /s/ Christopher E. Olofson
------------------------------------------
Christopher E. Olofson, President
ATTEST:
By: /s/ Michael Rider
---------------------------------------
Michael Rider, Assistant Secretary
20
<Page>
STATE OF MISSOURI . . . OFFICE OF SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Electronic Processing, Inc.
The name under which it was originally organized was NEWCO RGLG I, Inc.
2. Amendments to the Corporation's Articles of Incorporation were adopted
by the shareholders on June 7, 2000.
3. ARTICLE FIRST of the Corporation's Articles of Incorporation is amended
in its entirety to read as follows:
FIRST: The name of the corporation shall be: EPIQ
Systems, Inc.
The first paragraph of ARTICLE THIRD of the Corporation's Articles of
Incorporation is amended to read as follows:
THIRD: The total number of shares of all classes of
stock which the corporation shall have the authority to issue
is Twenty-two Million (22,000,000) consisting of Twenty
Million (20,000,000) shares of Common Stock $0.01 par value
per share, and Two Million (2,000,000) shares of Preferred
Stock, $1.00 par value per share.
4. Of the 4,645,868 shares outstanding, 4,645,868 of such shares were
entitled to vote on such amendments.
The number of outstanding shares of any class ENTITLED TO VOTE THEREON
AS A CLASS were as follows:
<Table>
<Caption>
Class Number of Outstanding Shares
----- ----------------------------
Common 4,645,868
</Table>
5. The number of shares voted for and against the amendment to ARTICLE
FIRST were as follows:
<Table>
<Caption>
Class No. Voted For No. Voted Against
----- ------------- -----------------
Common 4,354,446 22,523
</Table>
21
<Page>
The number of shares voted for and against the amendment to ARTICLE
THIRD were as follows:
<Table>
<Caption>
Class No. Voted For No. Voted Against
----- ------------- -----------------
Common 4,322,919 54,050
</Table>
If the amendments changed the number of par value of authorized shares
having a par value, the amount in dollars of authorized shares having a
par value as changed is:
2,200,000
If the amendments changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and
the consideration proposed to be received for such increased authorized
shares without par value as are to be presently issued are:
N/A
If the amendments provide for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of
authorized shares of any class below the number of issued shares of
that class, the following is a statement of the manner in which such
reduction shall be effected:
N/A
IN WITNESS WHEREOF, the undersigned, Christopher E. Olofson, President,
has executed this instrument and Janice Katterhenry, its Secretary has affixed
its corporate seal hereto and attested said seal on the 7th day of June, 2000:
PLACE CORPORATE
SEAL HERE
ELECTRONIC PROCESSING, INC.
"NONE"
By: /s/ Christopher E. Olofson
------------------------------------------
Christopher E. Olofson, President
ATTEST:
By: /s/ Janice Katterhenry
------------------------------------------
Janice Katterhenry, Secretary
22
<Page>
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
I, the undersigned, a Notary Public, do hereby certify that on this 7th
day of June, 2000, Christopher E. Olofson personally appeared before me who,
being by me first duly sworn, declared that he is the President of Electronic
Processing, Inc., that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
/s/ Christine M. Eslinger
-------------------------------
Notary Public
NOTARY SEAL
CHRISTINE M. ESLINGER
Notary Public- Notary seal
State of Missouri
County of Jackson
My Commission Expires 09/16/2002
My commission expires: 9/16/2002
23
<Page>
STATE OF MISSOURI . . . OFFICE OF SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is EPIQ Systems, Inc.
The name under which it was originally organized was NEWCO
RGLG I, Inc.
2. An Amendment to the Corporation's Articles of Incorporation
was adopted by the shareholders on June 6, 2001.
3. The first paragraph of ARTICLE THIRD of the Corporation's
Articles of Incorporation is amended to read as follows:
THIRD: The total number of shares of all classes of
stock which the corporation shall have the authority
to issue is Fifty-Two Million (52,000,000) consisting
of Fifty Million (50,000,000) shares of Common Stock
$0.01 par value per share, and Two Million
(2,000,000) shares of Preferred Stock, $1.00 par
value per share.
4. Of the 8,457,633 shares outstanding, 8,475,633 of such shares
were entitled to vote on such amendment.
The number of outstanding shares of any class ENTITLED TO VOTE
THEREON AS A CLASS were as follows:
<Table>
<Caption>
Class Number of Outstanding Shares
----- ----------------------------
Common 8,457,633
</Table>
5. The number of shares voted for and against the amendment to
ARTICLE THIRD were as follows:
<Table>
<Caption>
Class No. Voted For No. Voted Against
----- ------------- -----------------
Common 6,567,345 514,143
</Table>
24
<Page>
If the amendments changed the number of par value of
authorized shares having a par value, the amount in dollars of
authorized shares having a par value as changed is:
$2,500,000
If the amendments changed the number of authorized shares
without par value, the authorized number of shares without par
value as changed and the consideration proposed to be received
for such increased authorized shares without par value as are
to be presently issued are:
N/A
If the amendments provide for an exchange, reclassification,
or cancellation of issued shares, or a reduction of the number
of authorized shares of any class below the number of issued
shares of that class, the following is a statement of the
manner in which such reduction shall be effected:
N/A
IN WITNESS WHEREOF, the undersigned, Christopher E. Olofson, President,
has executed this instrument and Janice Katterhenry, its Secretary has affixed
its corporate seal hereto and attested said seal on the 6th day of June, 2001.
PLACE CORPORATE
SEAL HERE
EPIQ SYSTEMS, INC.
"NONE"
By: /s/ Christopher E. Olofson
------------------------------------------
Christopher E. Olofson, President
ATTEST:
By: /s/ Janice Katterhenry
------------------------------------------
Janice Katterhenry, Secretary
25
<Page>
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
I, the undersigned, a Notary Public, do hereby certify that on this 6th
day of June, 2001, Christopher E. Olofson personally appeared before me who,
being by me first duly sworn, declared that he is the President of EPIQ Systems,
Inc., that he signed the foregoing document as President of the corporation, and
that the statements therein contained are true.
/s/ Christine M. Eslinger
-------------------------------
Notary Public
NOTARY SEAL
CHRISTINE M. ESLINGER
Notary Public- Notary seal
State of Missouri
County of Jackson
My Commission Expires 09/16/2002
My commission expires: 9/16/2002
26