ARTICLES OF INCORPORATION
OF
DATA SECURITY CORPORATION
THE UNDERSIGNED natural person of the age of eighteen (18) years or more,
acting as incorporator of a corporation under the Nevada Business Corporation
Act, adopts the following Articles of Incorporation for such corporation.
ARTICLE I - NAME
The name of the corporation is Data Security Corporation
ARTICLE II - DURATION
The duration of the corporation is perpetual.
ARTICLE III - PURPOSES
The purpose or purposes for which this corporation is engaged are:
(a) To engage in the specific business of providing security equipment and
consulting services to the computer industry. Also, the business of
making investments, including investments in, purchase and ownership
of any and all kinds of property, assets or business, whether alone or
in conjunction with others. Also, to acquire, develop, explore and
otherwise deal in and with all kinds of real and personal property and
all related activities, and for any and all other lawful purposes.
(b) 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 other securities including, without
limitations, any shares of stock, bonds, debentures, notes, mortgages,
or other obligations, and any certificates, receipts or other
instrumentalities representing rights or interests therein on any
property or assets created or issued by any person, firm, associate,
or corporation, or instrument thereof; to make payment therefor in any
lawful manner or to issue in exchange therefor its 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.
(c) 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 the protection or benefit of this
corporation, and to do said acts as fully and to the same extent as
natural persons 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.
(d) 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 Nevada; and it is the intention
that the purposes and powers specified in each of the paragraphs of
this Article III shall be regarded as independent purposes and powers.
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ARTICLE IV - STOCK
The aggregate number of shares which this corporation shall have authority
to issue is 50,000,000 shares of Common Stock having a par value of $.001 per
share. All common stock of the corporation shall be of the same class, common,
and shall have the same rights and preferences. Fully-paid stock of this
corporation shall not be liable to any further call or assessment. The
corporation shall also have authority to issue 1,000,000 shares of Preferred
Stock having a par value of $.001 per share and to be issued with such rights,
preferences and designations and in such series as determined by the Board of
Directors of the corporation.
ARTICLE V - AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote of
"a majority" of the shares entitled to vote on each such amendment.
ARTICLE VI - SHAREHOLDERS' RIGHTS
The authorized and treasury stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board of
Directors shall determine. Shareholders shall not have pre-emptive rights to
acquire unissued shares of the stock of this corporation.
ARTICLE VII- INITIAL OFFICE AND AGENT
The Corporate Trust Company of Nevada
One East First Street
Reno, Nevada 89501
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ARTICLE VIII - DIRECTORS
The directors are hereby given the authority to do any act on behalf of the
corporation by law and in each instance where the Business Corporation Act
provides that the directors may act in certain instances where the Articles of
Incorporation authorized such action by the directors, the directors are hereby
given authority to act in such instances without specifically numerating such
potential action or instance herein.
The directors are specifically given the authority to mortgage or pledge
any or all assets of the business without stockholders' approval.
The number of directors constituting the initial Board of Directors of this
corporation is one. The name and address of the person who is to serve as
Director until the first annual meeting of stockholders or until his successor
is elected, is:
NAME ADDRESS
P. Lynn Dixon 311 South State, Suite 460
Salt Lake City, Utah 84111
ARTICLE IX - INCORPORATORS
The name and address of each
incorporator is:
NAME ADDRESS
Leon W. Crockett 311 South State, Suite 440
Salt Lake City, Utah 84111
ARTICLE X
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation and any one or more of
its
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directors or officers or any other corporation, firm, association, or entity
in which one or more of its directors or officers are financially interested,
shall be either void or voidable because of such relationship or interest, or
because such person is present at the meeting of the Board of Directors, or a
committee thereof, which authorizes, approves, or ratifies such contract or
transaction, or because his or their votes are counted for such purpose if: (a)
the fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies the contract or
transaction in good faith by vote or consent sufficient for the purpose without
counting the votes or consents of such interested director; or (b) the fact of
such relationship or interest is disclosed or known to the stockholders entitled
to vote and they authorize, approve, or ratify such contract or transaction by
vote or written consent, (c) the fact of the common directorship, office or
financial interest is not disclosed or known to the director or officer at the
time the transaction is brought before the board of directors of the corporation
for action; or (d) the contract or transaction is fair and reasonable to the
corporation at the time it is approved.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or committee thereof which
authorizes, approves, or ratifies such contract or transaction.
ARTICLE XI
LIABILITY OF DIRECTORS AND OFFICERS
No director or officer shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
person as a director or
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officer. Notwithstanding the foregoing sentence, a director or officer shall be
liable to the extent provided by applicable law, (I) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) for
the payment of dividends in violation of NRS 78.300.
The provisions hereof shall not apply to or have any effect on the
liability or alleged liability of any officer or director of the Corporation for
or with respect to any acts or omissions of such person occurring prior to such
amendment.
Under penalties of perjury, I declare that these Articles of Incorporation
have been examined by me and are, to the best of my knowledge and belief, true,
correct and complete.
DATED this 14th day of November, 1995.
Leon W. Crockett
---------------------------------
Incorporator
STATE OF UTAH )
: ss:
COUNTY OF SALT LAKE )
On the 14th day of November, 1995, personally appeared before me, Leon W.
Crockett, who duly acknowledged to me that he signed the foregoing Articles of
Incorporation.
[NOTARY SEAL]
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CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
DATA SECURITY CORPORATION
The Undersigned, constituting the President and Secretary of Data
Security Corporation, hereby certify that pursuant to the provisions of NRS
78.385 the following action was taken:
1. That the Board of Directors of said corporation by unanimous consent
dated January 15, 1997, adopted a resolution to amend Article I of the original
Articles of Incorporation to read as follows: "The name of the Corporation is
"World Wireless Communications, Inc.
2. The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation was 3,901,200; that the
said change(s) and amendment has been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
Dated this 15th day of January 1997.
/s/ David D. Singer
--------------------------
David D. Singer, President
Attest:
/s Jonathan D. Rahn
- --------------------------------
Jonathan D. Rahn, Secretary
State of Utah )
) ss
County of Salt Lake )
On the 15th day of January 1997, personally appeared before me, a
Notary public, who acknowledged that David D. Singer, the President of Data
Security Corporation executed the foregoing Certificate of Amendment to the
Articles of Incorporation of Data Security Corporation.
/s/ Josephine Rudd
--------------------------
Notary Public
State of New Jersey )
) ss
County of Middlesex )
On the 16th day of January 1997, personally appeared before me, a
Notary public, who acknowledged that Jonathan D. Rahn, the Secretary of Data
Security Corporation executed the foregoing Certificate of Amendment to the
Articles of Incorporation of Data Security Corporation.
/s/ Michele A. Ott
--------------------------
Notary Public