EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
UNIVERSAL COMMUNICATION SYSTEMS, INC.
Michael J. Zwebner and Alexander Walker, Jr. certify that:
1. They are the duly appointed, qualified Chairman and Secretary
of Universal Communication Systems, Inc., a Nevada Corporation (the
"Corporation").
2. The Articles of Incorporation of the Corporation is amended
and restated in its entirety as follows:
"ARTICLE I. The name of the corporation is Universal
Communication Systems, Inc.
ARTICLE II. The name and address of the Corporation's
resident agent is The Nevada Agency and Trust Company,
50 West Liberty Street, Reno, Nevada 89501.
ARTICLE III. The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of
Nevada.
ARTICLE IV. The Corporation is authorized to issue two
classes of shares, designated "Common Stock" and "Preferred
Stock," respectively. The Corporation is authorized to issue
500,000,000 shares of Common Stock with par value of $0.001,
and 10,000,000 shares of Preferred Stock with par value of
$0.001.
The Preferred Stock may be issued in any number of series,
as determined by the board of directors. The board may by
resolution fix the designation and number of shares of any
such series. The board may determine, alter, or revoke the
powers, designations, preferences and relative,
participating, optional or other rights, if any or the
qualifications, limitations or restrictions thereof,
pertaining to any wholly unissued class or series of
Preferred Stock. The board may thereafter in the same manner
increase (but not above the total number of authorized
shares of the class) or decrease (but not below the number
of shares thereof then outstanding) the number of shares of
any such series.
Except as otherwise required by law, the board of directors
may, by resolution, decrease the number of issued and outstanding
shares of a class or series of common or preferred stock without
correspondingly decrease the number of authorized shares of the
same class or series and without a stockholder vote.
ARTICLE V. Pursuant to Nevada Revised Statutes ("NRS")
78.037 a director or officer of the Corporation shall not be
personally liable to the Corporation or its stockholders for
damages for breach of fiduciary duty as a director or
officer, provided, however, that the personal liability of a
director or officer shall not be eliminated (i) for acts or
omissions which involve intentional misconduct, fraud or a
Exhibit 3.1 - Pg. 1
knowing violation of law, or (ii) the payment of
distributions in violation of NRS 78.300.
ARTICLE VI. The Corporation shall, to the fullest extent
permitted by Nevada Law, indemnify and hold harmless each
person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a
party to, or is involved in, any threatened, pending or
completed actions, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the
fact that such person is or was a director or officer of the
Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise in
connection with any matter relating to the Corporation's
business or affairs, against any losses, claims, damages or
liabilities. The right to indemnification conferred in this
ARTICLE VI shall also include the right to be paid by the
Corporation the expenses incurred in connection with any
such proceeding in advance of it final disposition to the
fullest extent authorized by Nevada Law. The right to
indemnification conferred in this ARTICLE VI shall be a
contract right.
ARTICLE VII. The first board of directors of the Corporation
consisted of two (2) members and the names and addresses of
these directors are:
Cindy Robison 3157 E. Linden, Tuscon, AZ 85716
Joel Watkins 3653 E. Second, #205, Tuscon, AZ 85716
ARTICLE VIII. The names and addresses of the
incorporators of the Corporation are:
Candice Maerz 3225 N. Central Ave., Phoenix, AZ 85012
Terrie L. Bates 3225 N. Central Ave., Phoenix, AZ 85012
ARTICLE IX. The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Articles of Incorporation, in the manner now or hereafter
prescribed by statute, and, with the sole exception of those
rights and power conferred under the above ARTICLES V AND
VI, all rights and powers conferred upon stockholders,
directors and officers herein are granted subject to this
reservation."
3. The foregoing Amendment of the Articles of Incorporation was duly
adopted by the shareholders and the board of directors of the
Corporation in accordance with the provisions of the NRS 78.385 and
NRS 78.390.
IN WITNESS WHEREOF, I have signed my name this 22nd day of May,
2002.
/s/ Michael J. Zwebner
--------------------------------
Michael J. Zwebner, Chairman
/s/ Alexander Walker Jr.
--------------------------------
Alexander Walker, Jr., Secretary
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