IMAGEMATRIX CORPORATION
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
These Restated and Amended Articles of Incorporation of IMAGEMATRIX
CORPORATION (the "Corporation"), were adopted by the shareholders. The number
of votes cast for the restatement and amendments by each voting group entitled
to vote separately on the amendment was sufficient for approval by that voting
group, and the number of shares voted for the restatement and amendments was
sufficient for approval. These Amended and Restated Articles of Incorporation
supersede the original Articles of Incorporation and all amendments and
supplements thereto. These Amended and Restated Articles of Incorporation: (i)
contain amendments; and (ii) correctly set forth the provisions of the Articles
of Incorporation, as amended.
ARTICLE I
NAME
The name of the Corporation is IMAGEMATRIX CORPORATION.
ARTICLE II
AUTHORIZED CAPITAL
The aggregate number of shares of capital stock which the Corporation
shall have authority to issue is Twenty-five Million (25,000,000) shares, no par
value per share, of which Twenty Million (20,000,000) shares shall be designated
as Common Stock and Five Million (5,000,000) shares shall be designated as
Preferred Stock. The board of directors of the Corporation shall have the
authority to fix the rights, powers, preferences and privileges, and the
qualifications, limitations or restrictions thereof, of any series of Preferred
Stock, including but not limited to dividend rights, dividend rates, conversion
rights, voting rights, and liquidation preferences; and to fix the number of
shares constituting any such series and the designation thereof; and to increase
or decrease the number of shares of any such series (but not below the number of
shares thereof then outstanding).
ARTICLE III
OFFICES
The street address of the registered office of the Corporation is:
c/o Chrisman, Bynum & Johnson, P.C., 1900 Fifteenth Street, Boulder, CO 80302,
and the name of the registered agent at that address is Christopher M. Hazlitt.
The address of the Corporation's principal office is: 400 South Colorado
Boulevard, Suite 500, Denver, CO 80222.
ARTICLE IV
PURPOSES
The purpose for which the Corporation is organized is to engage in any
lawful business.
ARTICLE V
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.
ARTICLE VI
QUORUM FOR SHAREHOLDERS' MEETINGS
A majority of the votes entitled to be cast on any matter by each voting
group entitled to vote on a matter shall constitute a quorum of that voting
group for action on the matter.
ARTICLE VII
BOARD OF DIRECTORS
The corporate powers shall be exercised by or under the authority of, and
the business and affairs of the Corporation shall be managed under the direction
of a board of directors. The number of directors shall be fixed and may be
altered from time to time in accordance with the Bylaws.
The terms of the directors shall be staggered in accordance with the
following provisions: The number of directors shall be divided into three
groups, with each group containing one-third of the total, as near as may be.
The terms of the directors in the first group shall expire at the third annual
shareholders' meeting after their election, the terms of the directors in the
second group shall expire at the second annual shareholders' meeting after their
election, and the terms of the members in the third group shall expire at the
first annual shareholders' meeting after their election. Upon the expiration of
the initial staggered terms, directors shall be elected for terms of three
years, to succeed those whose terms expire.
Despite the expiration of his or her term, a director continues to serve
until his or her successor is elected and qualified.
Directors may be removed from office only for cause.
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ARTICLE VIII
CUMULATIVE VOTING
Each outstanding share of Common Stock shall be entitled to one vote and
each outstanding fractional share of Common Stock shall be entitled to a
corresponding fractional vote on each matter submitted to a vote of
shareholders. Cumulative voting shall not be allowed in the election of
directors.
ARTICLE IX
LIMITATION ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or to its shareholders for monetary damages for breach of fiduciary
duty as a director; except that this provision shall not eliminate or limit the
liability of a director to the Corporation or to its shareholders for monetary
damages otherwise existing for:
(i) any breach of the director's duty of loyalty to the Corporation or
to its shareholders;
(ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
(iii) acts specified in Section 7-108-403 of the Act; or
(iv) any transaction from which the director directly or indirectly
derived any improper personal benefit.
If the Act is hereafter amended or superseded to eliminate or limit further the
liability of a director, then, in addition to the elimination and limitation of
liability provided by the preceding sentence, the liability of each director
shall be eliminated or limited to the fullest extent permitted by the Act as so
amended or superseded. Any repeal or modification of this Article IX shall not
adversely affect any right or protection of a director of the Corporation under
this Article IX, as in effect immediately prior to such repeal or modification,
with respect to any liability that would have accrued, but for this Article IX,
prior to such repeal or modification.
ARTICLE X
INDEMNIFICATION
The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and expense
(including attorneys' fees) incurred by reason of the fact that the person is or
was a director or officer of the Corporation or, while serving as a director or
officer of the Corporation, such person is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of, or in any similar
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managerial or fiduciary position of, another domestic or foreign corporation or
other individual or entity or of an employee benefit plan. The Corporation
shall also indemnify any person who is serving or has served the Corporation as
director, officer, employee, fiduciary, or agent, and that person's estate and
personal representative, to the extent and in the manner provided in any bylaw,
resolution of the shareholders or directors, contract, or otherwise, so long as
such provision is legally permissible.
ARTICLE XI
TERM OF EXISTENCE
The duration of the Corporation shall be perpetual.
ARTICLE XII
Upon the filing of these Amended and Restated Articles of Incorporation,
each share of the Corporation's Common Stock issued at the time Articles of
Amendment containing this amendment is filed with the Secretary of State of the
State of Colorado shall be and hereby is automatically changed and reclassified
without further action into seventy-seven.five/one-hundredth (77.5/100th) of a
fully paid and nonassessable share, of the Corporation's Common Stock, provided
that no fractional shares shall be issued to any shareholder pursuant to such
change and reclassification. The Corporation may issue to each shareholder who
would otherwise be entitled to a fractional share as a result of such change and
reclassification a number of shares rounded up to the next whole share.
IMAGEMATRIX CORPORATION
/s/ Keith E. Brue
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Keith E. Brue, Vice President
/s/ Blair W. McNea
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Blair W. McNea, Secretary
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