EXHIBIT 3.1
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
SLAM DUNK ENTERPRISES, INC.
CHANGING THE NAME TO
MOUNTAIN STATES LENDING, INC.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Slam Dunk Enterprises, Inc.
SECOND: The following amendment was adopted on January 5, 2001, by the Board
of Directors, and on January 5, 2001, by a vote of the Shareholders
of the Corporation, in the manner prescribed by the Colorado Business
Corporation Act. The number of shares voted for the amendment was
sufficient for approval.
ARTICLE I shall be amended to read as follows:
" ARTICLE I
The name of the Corporation is Mountain States Lending, Inc. "
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided
for in the amendment shall be effected, is as follows: Not
Applicable.
Date: January 5, 2001
SLAM DUNK ENTERPRISES, INC.
(Changing its name to Mountain States
Lending, Inc.)
By:/s/ Mark E. Massa
Mark E. Massa
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
MOUNTAIN STATES LENDING, INC.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Mountain States Lending, Inc.
SECOND: The following amendment was adopted on January 22, 2001, by the
Board of Directors, and on January 22, 2001, by a vote of the
Shareholders of the Corporation, in the manner prescribed by the
Colorado Business Corporation Act. The number of shares voted for
the amendment was sufficient for approval.
ARTICLE IV shall be amended to read as follows:
" ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which this Corporation shall have
authority to issue is Twenty Million (20,000,000) shares of no par value each,
which shares shall be designated "Common Stock;" and Five Million (5,000,000)
shares of no par value each, which shares shall be designated "Preferred
Stock" and which may be issued in one or more series at the discretion of the
Board of Directors. In establishing a series the Board of Directors shall
give to it a distinctive designation so as to distinguish it from the shares
of all other series and classes, shall fix the number of shares in such
series, and the preferences, rights and restrictions thereof. All shares of
any one series shall be alike in every particular except as otherwise provided
by these Articles of Incorporation or the Colorado Corporation Code.
1. Dividends. Dividends in cash, property or shares shall be paid
upon the Preferred Stock for any year on a cumulative or noncumulative basis
as determined by a resolution of the Board of Directors prior to the issuance
of such Preferred Stock, to the extent earned surplus for each such year is
available, in an amount as determined by a resolution of the Board of
Directors. Such Preferred Stock dividends shall be paid pro rata to holders
of Preferred Stock in any amount not less than nor more than the rate as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock. No other dividend shall be paid on the Preferred Stock.
Dividends in cash, property or shares of the Corporation may be paid
upon the Common Stock, as and when declared by the Board of Directors, out of
funds of the Corporation to the extent and in the manner permitted by law,
except that no Common Stock dividend shall be paid for any year unless the
holders of Preferred Stock, if any, shall receive the maximum allowable
Preferred Stock dividend for such year.
2. Distribution in Liquidation. Upon any litigation, dissolution
or winding up of the Corporation, and after paying or adequately providing for
the payment of all its obligations, the remainder of the assets of the
Corporation shall be distributed, either in cash or in kind, first pro rata to
the holders of the Preferred Stock until an amount to be determined by a
resolution of the Board of Directors prior to issuance of such Preferred
Stock, has been distributed per share, and, then, the remainder pro rata to
the holders of the Common Stock.
3. Redemption. The Preferred Stock may be redeemed in whole or in
part as determined by a resolution of the Board of Directors prior to the
issuance of such Preferred Stock, upon prior notice to the holders of record
of the Preferred Stock, published, mailed and given in such manner and form
and on such other terms and conditions as may be prescribed by the Bylaws or
by resolution of the Board of Directors, by payment in cash or Common Stock
for each share of the Preferred Stock to be redeemed, as determined by a
resolution of the Board of Directors prior to the issuance of such Preferred
Stock. Common Stock used to redeem Preferred Stock shall be valued as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock. Any rights to or arising from fractional shares shall
be treated as rights to or arising from one share. No such purchase or
retirement shall be made if the capital of the Corporation would be impaired
thereby.
If less than all of the outstanding shares are to be redeemed, such
redemption may be made by lot or pro rata as may be prescribed by resolution
of the Board of Directors; provided, however, that the Board of Directors may
alternatively invite from shareholders offers to the Corporation of Preferred
Stock at less than an amount to be determined by a resolution of the Board of
Directors prior to issuance of such Preferred Stock, and when such offers are
invited, the Board of Directors shall then be required to buy at the lowest
price or prices offered, up to the amount to be purchased.
From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the Corporation in the payment of
the redemption price), all dividends on the Preferred Stock thereby called for
redemption shall cease to accrue and all rights of the holders thereof as
stockholders of the Corporation, except the right to receive the redemption
price, shall cease and terminate.
Any purchase by the Corporation of the shares of its Preferred Stock
shall not be made a prices in excess of said redemption price.
4. Voting Rights; Cumulative Voting. Each outstanding share of
Common Stock shall be entitled to one vote and each fractional share of Common
Stock shall be entitled to a corresponding fractional vote on each matter
submitted to a vote of shareholders. A majority of the shares of Common Stock
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. Except as otherwise provided by these Articles
of Incorporation or the Colorado Corporation Code, if a quorum is present, the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders.
When, with respect to any action to be taken by shareholders of this
Corporation, the laws of Colorado require the vote or concurrence of the
holders of two-thirds of the outstanding shares, of the shares entitled to
vote thereon, or of any class or series, such action may be taken by the vote
or concurrence of a majority of such shares or class or series thereof.
Cumulative voting shall not be allowed in the election of directors of this
Corporation.
Shares of Preferred Stock shall only be entitled to such vote as is
determined by the Board of Directors prior to the issuance of such stock,
except as required by law, in which case each share of Preferred Stock shall
be entitled to one vote.
5. Denial of Preemptive Rights. No holder of any shares of the
Corporation, whether now or hereafter authorized, shall have any preemptive or
preferential right to acquire any shares or securities of the Corporation,
including shares or securities held in the treasury of the Corporation.
6. Conversion Rights. Holders of shares of Preferred Stock may be
granted the right to convert such Preferred Stock to Common Stock of the
Corporation on such terms as may be determined by the Board of Directors prior
to issuance of such Preferred Stock. "
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares
provided for in the amendment shall be effected, is as follows: Not
Applicable.
Date: January 22, 2001
MOUNTAIN STATES LENDING, INC.
By:/s/ Mark E. Massa
Mark E. Massa, President