APPROVED by the Division of Corporations RECEIVED
and Commercial Code of the Utah State 1988 MAY-9 PM 3:33
Department of Business Regulation LT. GOV./SEC. OF STATE
on the 9th day of May A.D. 1988
Corporate Documents Examiner MC
Fees Paid $35.00
ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION OF
QUICK STOP PHOTO INTERNATIONAL, INC.
Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, the undersigned corporation hereby adopts the following
Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is Quick Stop Photo International,
Inc.
SECOND: The following amendment to the articles of incorporation was
duly adopted by unanimous consent of the shareholders of the Corporation on
April 4, 1987, in accordance with Section 16-10-138 of the Utah Business
Corporation Act:
Article I of the articles of incorporation pertaining to the name of
Quick Stop Photo International, Inc. is hereby amended by striking the existing
Article I and inserting in lieu thereof a new Article I, set forth in its
entirety as follows:
ARTICLE I
The name of the Corporation is Asian-American International, Inc.
THIRD: The designation and number of outstanding shares of each class
entitled to vote thereon as a class are as follows:
CLASS NUMBER OF SHARES
----- ----------------
Common 17,624,459
FOURTH; The number of shares voted for the amendment to Article I was
11,775,301 with 2,000 opposing and 0 abstaining.
Article III of the articles of incorporation pertaining to the purpose
of the Corporation is hereby amended by striking the existing Article III and
inserting in lieu thereof a new Article III, set forth in its entirety as
follows:
ARTICLE III
The purpose of the Corporation is as follows:
(i) engineering, research, development, manufacturing and marketing of
automotive and other products in both domestic and foreign commerce.
(ii) to consult, sell, manage, invest, and engage in any other lawful
business as from time to time determined by the Board of Directors and
as allowed by the Utah Business Corporation Act as presently enacted
and hereafter amended.
(iii) to acquire by purchase, exchange, gift, bequest, subscription or
otherwise, and to hold, own, mortgage, pledge, hypothecate, sell,
assign, transfer, exchange, or otherwise dispose of or deal in or with
its own corporate securities or stock or other securities, including
without limitations, any shares of stock, bonds, debentures, or other
instruments representing rights or interests therein or any property or
assets created or issued by any person, firm, association, or
corporation, or any government or subdivisions, agencies or
instrumentalities thereof; to make payment thereof in any lawful manner
or to issue in exchange therefor its own securities or to use its
unrestricted and unreserved earned surplus for the purchase of its own
shares, and to exercise as owner or holder of any securities, any and
all rights, powers, and privileges in respect thereof.
(iv) to do each and everything necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or
more of the subjects herein enumerated, or which may at any time appear
conducive to or expedient for protection or benefits of this
corporation, and to do said acts as fully and to the same extent as a
natural person might, or could do, in any part of the world as
principals, agents, partners, trustees or otherwise, either alone or in
conjunction with any other person, association or corporation.
(v) the foregoing clauses shall be construed both as purposes and
powers and shall not be held to limit or restrict in any manner the
general powers of the corporation, and the enjoyment and exercise
thereof, as conferred by the laws of the State of Utah; and it is the
intention that the purposes and powers specified in this articles shall
be regarded as independent purposes and powers.
FIFTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class are as follows:
CLASS NUMBER OF SHARES
----- ----------------
Common 17,624,459
SIXTH: The number of shares voted for the amendment to Article III was
11,777,301 with 0 opposing and 0 abstaining.
IN WITNESS WHEREOF, the foregoing Articles of Amendment to the
Articles of Incorporation of Quick Stop Photo International, Inc. have been
executed this 29th day of February, 1988.
ATTEST: Quick Stop Photo International, Inc.
/s/ Gloria C. Taylor /s/ Lawrence C. Taylor
- --------------------------- ------------------------------
Gloria C. Taylor Lawrence C. Taylor
Secretary President
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On February 29th, 1988, before me, the undersigned, a notary public in and for
the county and state, personally appeared Lawrence C. Taylor and Gloria C.
Taylor, who, being by me duly sworn, did state, each for himself, that he,
Lawrence C. Taylor, is the president, and that she, Gloria C. Taylor, is the
secretary, of Quick Stop Photo International, Inc., a Utah corporation, and that
the foregoing Articles of Amendment to the Articles of Incorporation of Quick
Stop Photo International, Inc. were 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.
Notary Public
/s/ Linda Egelund
- -----------------------------
Residing in
Salt Lake County
- -----------------------------
My Commission Expires:
8-11-90
- -----------------------------
STATE OF UTAH
BUSINESS [SEAL] REGULATION
The Department of Business Regulation, Division of Corporations and
Commercial Code, certifies that the attached is a full, true and correct copy of
the Articles of Incorporation of
QUICK STOP PHOTO INTERNATIONAL, INC., a Utah corporation filed
- --------------------------------------------------------------------------------
with this office on July 14, 1983. Also attached are all subsequent amendments
thereto.
File #104709
AS APPEARS OF RECORD IN THE DIVISION OFFICE
Dated this 11th day of
----------------------
February A.D. 19 87
------------------------ --------
[SEAL] /s/
---------------------------------------
Director, Division of Corporations and
Commercial Code