ARTICLE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ALTA SYSTEMS, INC.
Pursuant to Section 16-10-57 of the Utah Business Corporation Act, the
undersigned corporation hereby adopts the following amendment to its Articles of
Incorporation.
FIRST: The name of the Corporation is Alta Systems, Inc.
SECOND: The following amendment to the Articles of Incorporation was
duly adopted by the shareholders of the Corporation:
1. Article I of the Corporation's current Articles of Incorporation, is
hereby amended by striking the entire Article I and isnerting the following in
lieu thereof:
ARTICLE I
The name of this Corporation shall be MicroCor, Inc.
THIRD: The foregoing amendment to the Articles of Incorporation was
adopted unanimously by the vote of all 117,681 shares held by all of the
shareholders of the Corporation by unanimous consent dated February 14, 1985 in
accordance with Section 16-10-38 of the Utah Business Corporation Act.
FOURTH: No other class was entitled to vote on the amendment.
IN WITNESS WHEREOF, the foregoing Articles of Amendment to the Articles
of Incorporation of Alta Systems, Inc. has been executed this 14th day of
February, 1985.
ATTEST: ALTA SYSTEMS, INC.
By___/S/_________________ By___/S/____________________
Steven Castleton Allan Kaminsky
Vice President President
STATE OF UTAH )
:
COUNTY OF SALT LAKE )
On February 14, 1985, before me, the undersigned, a notary
public in and for said county and state, personally appeared Steven
Castleton and Allan Kaminsky, who, being by me duly sworn, did state,
each for himself that he, Allan Kaminsky, is the President and that he,
Steven Castleton, is the Vice President, of Alta Systems, Inc., a Utah
corporation, and that the foregoing Articles of Amendment to the
Articles of Incorporation of Alta Systems, Inc. was signed on behalf of
such corporation by authority of a resolution of its Board of Directors
and that the statements contained therein are true.
WITNESS my hand and official seal.
/S/
--------------------------------
Notary Public
Residing in Salt Lake City
--------------------------------
My Commission Expires:
11-87
----------------------
ARTICLES OF INCORPORATION
OF
ALTA SYSTEMS, INC.
We the undersigned, natural persons being more than twenty-one years of
age, acting as incorporators of a corporation pursuant to the provisions of the
Utah Business Corporation Act, do hereby adopt the following Articles of
Incorporation for such corporation:
ARTICLE I
NAME
The name of the Corporation hereby created shall be:
ALTA SYSTEMS, INC.
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES
The purpose or purposes for which the corporation is organized are:
1. To design, manufacture, assemble and market computer hardware and
assembled systems;
2. To provide custom programming and/or programming systems; and
3. To engage in any other business or enterprise and any other acts or
activities for which corporations may be organized under the laws of the State
of Utah and to Exercise such other powers and engage in all transactions as
permitted by the laws of the State of Utah.
ARTICLE IV
CAPITALIZATION
The aggregate number of shares which this Corporation shall have
authority to issue is 5,000,000 shares of capital stock with a par value of
$0.01 per share. Each share shall have equal rights as to voting and in the
event of dissolution or liquidation.
ARTICLE V
PAID IN CAPITAL
The Corporation shall not commence business until consideration of a
value of at least $1,000 has been received by it as consideration for the
issuance of its shares.
ARTICLE VI
PREEMPTIVE RIGHTS
Shareholders of the Corporation shall not have preemptive rights to
purchase any shares of the Corporation hereafter issued.
ARTICLE VII
OFFICERS AND DIRECTORS CONTRACTS
No contract or other transaction between this Corporation and any other
firm or corporation shall be affected by the fact that a director of officer of
this Corporation has an interest in, or is a director or officer of such firm or
other corporation. Any officer, or director, individually or with others, may be
a party to, or may have an interest in, any transaction of this Corporation or
any transaction in which this Corporation is a party or has an interest. Each
person who is now or may become an officer or director of this Corporation is
hereby relieved from liability that he might otherwise obtain in the event such
officer or director contracts with this Corporation for the benefit of himself
or any firm or other corporation in which he may have an interest, provided such
officer or director acts in good faith.
ARTICLE VIII
DIRECTORS
The Corporation shall have not less than three (3) nor more than nine
(9) directors as determined, from time to time, by the Board of Directors. The
original Board of Directors shall be comprised of three (3) persons. The names
and addresses of the persons who are to serve as directors until the first
annual meeting of Shareholders and until their successors are elected and
qualify are as follows:
Allan L. Kaminsky 3709 East Blue Jay Lane
Salt Lake City, Utah 84121
Stephen Castleton 503 East Wasatch
Midvale, Utah 84047
Christia Kaminsky 3709 East Blue Jay Lane
Salt Lake City, Utah 84121
ARTICLE IX
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation is:
620 Kearns Building
136 South Main Street
Salt Lake City, Utah 84101
and the name of its initial registered agent at such address is:
Scott K. Zimmerman, Esq.
ARTICLE X
INCORPORATORS
The name and addresses of the incorporators are:
Terrell W. Smith 620 Kearns Building
136 South Main Street
Salt Lake City, Utah 84101
Sandy Janes 620 Kearns Building
136 South Main Street
Salt Lake City, Utah 84101
Scott K. Zimmerman 620 Kearns Building
136 South Main Street
Salt Lake City, Utah 84101
Dated this 12th day of October, 1981.
/S/
---------------------------
Terrell W. Smith
/S/
---------------------------
Sandy Janes
/S/
---------------------------
Scott K. Zimmerman
STATE OF UTAH )
:
COUNTY OF SALT LAKE )
Subscribed and sworn to before me on this 12th day of October, 1981.
/S/
---------------------------
NOTARY PUBLIC
Residing in Salt Lake County, Utah
My commission expires:
2-20-84
----------------------