FILED in the office of the Lieutenant Governor 104709
of the State of Utah on the 14th RECEIVED
day of July AD 1983 1983 JUL 14 PM 4:57
DAVID S MONSON LT. GOV/SEC. OF STATE
Lieutenant Governor
Filing Clerk BS Fees 50.00
ARTICLES OF INCORPORATION
OF
VI-COM, INC.
We, the undersigned natural persons acting as incorporators of the
corporation under the Utah Business Corporations Act adopt the following
Articles of Incorporation for such corporation.
ARTICLE I
Name. The name of the corporation (hereinafter called "Corporation") is
VI-COM, INC.
ARTICLE II
Period of Duration. The period of duration of the Corporation is
perpetual.
ARTICLE III
Purposes and Powers. The purpose for which this Corporation is
organized is to engage in the business of investments in all forms of real and
personal property through direct investment, joint venturing, and acquisition
and to engage in any and all other lawful business.
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue
50,000,000 shares of stock having a par value of one mil ($.001). All stock of
the Corporation shall be of the same class and shall have the same rights and
preferences. Fully paid stock of this Corporation shall not be liable for
further call or assessment. The authorized trading shares shall be issued at the
discretion of the Directors.
ARTICLE V
Commencement of Business. The Corporation shall not commence business
until at least One Thousand Dollars ($1,000) has been received by the
Corporation as consideration for the issuance of its shares.
ARTICLE VI
Initial Registered Office and Initial Registered Agent.
The address of the initial registered office of the Corporation is 5795 South
4015 West, Kearns, Utah 84118, Utah and the initial registered agent of the
Corporation at such address is V. Don Snow.
ARTICLE VII
Directors. The Corporation shall be governed by a Board of Directors consisting
of no less than three (3) and no more than nine (9) directors. Directors need
not be stockholders in the Corporation but shall be elected by the stockholders
of the Corporation. The number of Directors constituting the initial Board of
directors is three (3) and the name and post office address of the persons who
shall serve as Directors until their successors are elected and qualified are:
Mark H. Roberts
8706 Acorn Lane
Sandy, Utah 84092
Ralph E. Barker
401 East 7670 So.
Midvale, Utah 84047
V. Don Snow
5795 S. 4015 W.
Kearns, Utah 84118
ARTICLE VIII
Incorporators. The name and post office address of eac incorporator is:
Mark H. Roberts
8706 Acorn Lane
Sandy, Utah 84092
Ralph E. Barker
401 East 7670 So.
Midvale, Utah 84047
V. Don Snow
5795 S. 4015 W.
Kearns, Utah 84118
ARTICLE IX
Preemptive Rights. There shall be no preemptive right to acquire
unissued and/or treasury shares of the stock of the Corporation.
ARTICLE X
Voting of Shares. Each outstanding share of common stock of the Corporation
shall be entitled to one vote on each matter submitted to a vote at the meeting
of the stockholders. Each stockholder shall be entitled to vote his or its
shares in person or by proxy, executed in writing by such stockholder, or by his
duly authorized attorney-in-fact. At each election of Directors, every
stockholder entitled to vote in such election shall have the right to vote in
person or by proxy the number of shares owned by him or it for as many persons
as there are directors to be elected and for whose election he or it has the
riqht to vote, but the shareholder shall have no right to accumulate his or its
votes with reqard to such election.
/s/ Mark H. Roberts
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/s/ Ralph E. Barker
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/s/ V. Don Snow
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STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On the 13th day of July 1983, personally appeared before me Mark H. Roberts,
Ralph E. Barker, and V. Don Snow and duly acknowledged to me that they are the
persons who signed the foregoing instrument as incorporators and that they have
read the foregoing instrument and know the contents thereof and that the same is
true of their own knowledge except as to those matters upon which they operate
on information and belief and as to those matters believe them to be true.
/s/ Kathryan Court
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NOTARY PUBLIC
Residing in Salt Lake City, UT.
My Commission Expires
9/84
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