ARTICLES OF INCORPORATION
OF
INTERACTIVE VOICE MEDIA CORPORATION
The undersigned, being a natural person of full age and acting as the
incorporator for the purpose of forming the business corporation hereinafter
named pursuant to the provisions of the Corporations Code of the State of
California, does hereby adopt the following articles of incorporation.
FIRST: The name of the corporation is
INTERACTIVE VOICE MEDIA CORPORATION
SECOND: The existence of the corporation is perpetual.
THIRD: The purpose of this corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California, other than the banking business, the trust
company business or the practice of a profession permitted to be incorporated by
the California Corporations Code.
FOURTH: The name and address of the corporation's initial agent for
service of process within the State of California in accordance with the
provisions of subdivision (b) of Section 1502 of the Corporations Code of the
State of California is:
The Prentice-Hall Corporation System, Inc.
FIFTH: The total number of shares which the corporation is authorized
to issue is 3,000 shares no par value, all of which are of one class and are
common shares.
CALIFORNIA-1990
PAGE 1
The Board of Directors of the corporation may issue any or all of the
aforesaid authorized shares of the corporation from time to time for such
consideration as it shall determine and may determine from time to time the
amount of such consideration, if any, to be credited to paid-in surplus.
SIXTH: In the interim between meetings of shareholders held for the
election of directors or for the removal of one or more directors and the
election of the replacement or replacements thereat, any vacancy which results
by reason of the removal of a director or directors by the shareholders entitled
to vote in an election of directors, and which has not been filled by said
shareholders, may be filled by a majority of the directors then in office,
whether or not less than a quorum, or by the sole remaining director, as the
case may be.
SEVENTH: The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent permissible under
California law.
EIGHTH: The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Corporations Code) for breach of duty
to the corporation and its stockholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the Corporations Code, subject to the limits on such
excess indemnification set forth in Section 204 of the Corporations Code.
CALIFORNIA-1990
PAGE 2
NINTH: Pursuant to the provisions of Section 406 of the Corporations
Code of the State of California, each share of the corporation shall entitle the
holder thereof, for a period of thirty days, to subscribe for or purchase
authorized shares of the same class.
Signed on October 22, 1991
/s/ Joan Terry
----------------------------------
Joan Terry, Incorporator
CALIFORNIA-1990
PAGE 3
ARTICLES OF INCORPORATION
OF
INTERACTIVE VOICE MEDIA CORPORATION
FILED BY:
Infosearch, Inc. K1250-848703
500 Central Avenue
Albany, N.Y. 12206
CALIFORNIA-1990
PAGE 4
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
INTERACTIVE VOICE MEDIA CORPORATION
-------------------------------------
Pursuant to Section 901 of the
California General Corporation Law
THE UNDERSIGNED, being the Sole Incorporator of Interactive Voice
Media Corporation (the "Corporation") declares under penalty of perjury the
following statements to be true of my own knowledge:
1. The undersigned is the Sole Incorporator of the Corporation, and
therefore constitutes at least a majority of the incorporators.
2. The Corporation has issued no shares.
3. The undersigned adopts the amendments set forth herein.
4. No directors were named in the original Articles of Incorporation
of the Corporation and no directors have been elected.
5. Article "First" of the Articles of Incorporation of the
Corporation shall be amended to read as follows:
"FIRST: The name of the Corporation is:
INTERACTIVE VOICE MEDIA (CA) CORP."
IN WITNESS WHEREOF, I have duly executed this Certificate of Amendment
this 7th day of November, 1991 Albany, New York.
/s/ Joan Terry
----------------------------------
Joan Terry, Incorporator