C0104709
RECEIVED
JUL 18 1995
Utah Div. of Corp.
& Comm. Code
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
ASIAN-AMERICAN INTERNATIONAL, INC.
Pursuant to the provisions of Section 16-l0a-1006 of the Utah Revised
Business Corporation Act, ASIAN-AMERICAN INTERNATIONAL, INC., a Utah
corporation, hereinafter referred to as the "Corporation," hereby adopts the
following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is ASIAN-AMERICAN INTERNATIONAL, INC.
SECOND: Article I shall read as follows:
Article I
The name of the corporation is INTERNATIONAL MARKETING DYNAMICS, INC.
THIRD: By executing these Articles of Amendment to the Articles of
Incorporation, the president and secretary of the Corporation do hereby certify
that on July 18, 1995, the foregoing amendment to the Articles of Incorporation
of ASIAN-AMERICAN INTERNATIONAL, INC., was authorized and approved pursuant to
section 16-10a-1003 of the Utah Revised Business Corporation Act by the consent
of the majority of the Corporation's shareholders. The number of issued and
outstanding shares entitled to vote on the foregoing amendment to the Articles
of Incorporation was 2,461,308 of which 2,001,793 shares voted for and -0-
shares voted against the foregoing amendment to the Articles of Incorporation.
No other class of shares was entitled to vote thereon as a class.
DATED this 18th day of July, 1995.
/s/ Bartley F. Taylor
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Bartley F. Taylor, President
/s/ Cordell B. Taylor
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Cordell B. Taylor, Secretary
STATE OF UTAH )
:
COUNTY OF SALT LAKE )
On this 18th day of July, 1995, personally appeared before me, the
undersigned, a notary public, Bartley F. Taylor and Cordell B. Taylor, who being
by me first duly sworn, declare that they are the president and secretary, of
the above-named corporation, that they signed the foregoing Articles of
Amendment to the Articles of Incorporation, and that the statements contained
therein are true.
WITNESS MY HAND AND OFFICIAL SEAL.
/s/ JAIMI A. MOORE
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Notary Public
- -----------------------------------
Notary Public
JAIMI A. MOORE
350 South 400 East Ste. G-6
[SEAL] Salt Lake City, Utah 84111
My Commission Expires
August 10, 1998
State of Utah
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[SEAL] State of Utah 104709
DEPARTMENT OF COMMERCE --------------------
Division of Corporations & Commercial Code Division File Number
RECEIVED
JUN 26, 1995
Utah Div. of Corp.
& Comm. Code
State of Utah
Department of Commerce
Division of Corporations and Commercial Code
Must be typewritten
Hereby certify that the foregoing has been filed
and approved on the 26th day of June 1995
by the office of this Division and hereby issue
this Certification thereof.
Examiner (Initials) Date 6/26/95
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[SEAL] /s/ Korla T. Woods
------------------
KORLA T. WOODS
Division Director
Application for
Reinstatement of:
Check Appropriate Box Fee
[X] Profit Corporation* $60.00
[ ] Non-profit Corporation $30.00
[ ] Limited Partnership $50.00
[ ] Limited Liability Company $50.00
ASIAN-AMERICAN INTERNATIONAL, INC.
----------------------------------
Business Entity Name
I, Cordell B. Taylor hereby declare and affirm that:
I am an Officer of ASIAN-AMERICAN INTERNATIONAL, INC.
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Officer, General Partner or Member Business Name
which was involuntarily dissolved or canceled on the 1st day of October, 1993,
under provisions of Utah law.
I hereby remedy all prior defaults and file herewith a current annual report
together with the required annual report and statutory reinstatement fee.
I hereby make application for reinstatement and request the Division of
Corporations and Commercial Code of the State of Utah to issue a Certificate of
Reinstatement and, under penalties of perjury, I declare that the foregoing
statement is, to the best of my knowledge and belief, true and correct.
*If the above mentioned corporation name is not available for use at the time of
reinstatement, the following corporation name shall be used:
----------------------------------
New Corporation Name
By: /s/ Cordell B. Taylor Title: Secretary
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Phone Number: (801) 539-1340
--------------
Submit the following items with this application:
----
-------------------------------
o An Annual Report showing the new registered State of Utah
agent's signature Division of Corporations
o A tax letter of Good Standing from the Utah and Commercial Code
Tax Commission (if applicable) 160 East 300 South/Box 45801
o Your filing fee payable to the State of Utah. Salt Lake City, Utah 84145-0801
(801) 530-4849
-------------------------------
RECEIVED
Jun 26 1995
Utah Div. of Corp.
& Comm. Code
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[SEAL] Utah State Tax Commission TC-784
Letter of Good Standing Rev. 2/94
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Corporation Representative's Name and Address Issue Date
May 22, 1995
-------------------
ELLIOTT N TAYLOR Account Number
ASIAN AMERICAN INTERNATIONAL INC 87-O417235
350 SO 400 E SUITE G-6 -------------------
SALT LAKE CITY UTAH 84111 Tax Type
CORPORATION
-------------------
Utah Charter Number
104709
- --------------------------------------------------------------------------------
The Utah State Tax Commission Certifies that:
ASIAN AMERICAN INTERNATIONAL INC
has filed all income or franchise tax returns required and paid all taxes
thereon to be due. The status of the account is current as of the date of this
letter.
The account is subject to audit, and if a liability exists, it may be assessed
at any time. The issuance of this letter does not fix, abate, modify, or cancel
any liability for payment of money due or an obligation to the State of Utah.
This letter does not fulfill the requirements for dissolving or withdrawing a
corporation from the State of Utah. Please contact the Department of Commerce,
Division of Corporations for information regarding corporate dissolution or
withdrawal.
/s/ Carey Harrison
- ------------------------------------------------
Carey Harrison Tax Payer Resolution Agent
Correspondence Section
Customer Service Division
Inquiries regarding this letter should be directed to: Correspondence Section,
Utah State Tax Commission 210 North 1950 West, Salt Lake City, UT, 84134 or call
(801) 297-7573.
APPROVED by the Division of Corporations Aug 12 AM 7:50
and the Commercial Code of the Utah State
Department of Business Regulation
on the 12th day of Aug A.D. 1988
Corporate Documents Examiner
Fees Paid 35.00
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF ASIAN-AMERICAN INTERNATIONAL, INC.
Pursuant to section 16-10-57 of the Utah Business Corporation Act,
Asian-American International, Inc., a Utah corporation, hereinafter referred to
as the "Corporation," hereby adopts the following Articles of Amendment to its
Articles of Incorporation.
FIRST: The amendments to the Articles of Incorporation were duly
adopted by a vote of the majority of the shareholders of the Corporation on July
11, 1988, in accordance with Section 16-10-138 of the Utah Business Corporation
Act:
SECOND: Article IV of the Articles of Incorporation pertaining to the
authorized capitalization of the Corporation is hereby amended by striking the
existing Article IV and inserting in lieu thereof a new Article IV, set forth in
its entirety as follows:
ARTICLE IV
Capitalization. The corporation shall have the authority to issue
200,000,000 shares of common stock having a par value of one mil ($0.00l). 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.
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 IV were
10,555,753 with 266,673 against and 0 abstaining.
FIFTH: The Articles of Incorporation are hereby amended by adding
Article XI, set forth in its entirety as follows:
ARTICLE XI
Limitation on Liability. A director of the Corporation shall have no
personal liability to the Corporation or its shareholders for monetary damages
for breach of fiduciary duty, except (i) for any breach of a director's duty of
loyalty to the Corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for liability arising from any action under
section 16-10-44 of the Utah Business Corporation Act as it may from time to
time be amended or any successor provision thereto, or (iv) for any transaction
from which a director derived an improper personal benefit.
SIXTH: 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
SEVENTH: The number of shares voted for the amendment to Article IV was
10,822,426 with 0 against and 0 abstaining.
IN WITNESS WHEREOF, the foregoing Articles of Amendment to the Articles
of Incorporation of Asian-American International, Inc. have been executed this
10th day of August, 1988.
ATTEST: ASIAN-AMERICAN INTERNATIONAL, INC.
/s/ Gloria C. Taylor By /s/ Lawrence C. Taylor
- --------------------------- -------------------------------
Gloria C. Taylor, Secretary Lawrence C. Taylor, President
STATE OF UTAH )
):ss
COUNTY OF SALT LAKE)
On August 10 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 themselves, that he,
Lawrence C. Taylor, is the president, and that she, Gloria C. Taylor, is the
secretary, of Asian-American International, Inc., a Utah corporation, and that
the foregoing Articles of Amendment to the Articles of Incorporation of
Asian-American 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/ PAULA CHAPMAN
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Residing in: SALT LAKE COUNTY
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My Commission Expires: 2/6/89
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