1
ARTICLES OF INCORPORATION
DOMESTIC PROFIT CORPORATION
These Articles of Incorporation are signed by the incorporator(s) for
the purpose of forming a profit corporation pursuant to the provisions of Act
284, Public Acts of 1972, as amended, as follows:
ARTICLE I
The name of the corporation is COMPU-EASE, INC.
ARTICLE II
The purpose or purposes for which the corporation is organized is to engage in
any activity within the purposes for which corporations may be organized under
the Business Corporation Act of Michigan.
Sale of personal computers
ARTICLE III
The total authorized capital stock is:
1. Common Shares 300,000 Par Value Per Share $1.00
Preferred Shares ____ Par Value Per Share $____
and/or shares without par value as follows
2. Common Shares ____ Stated Value Per Share $____
Preferred Shares ____ Stated Value Per Share $____
3. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
2
-2-
ARTICLE IV
1. The address of the initial registered office is:
9951 Burgess Court
Union Lake, MI 48085
2. Mailing address of the initial registered office.
Same.
3. The name of the initial resident agent at the registered office is:
David F. Gonynor
ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follows:
NAME RESIDENT OR BUSINESS ADDRESS
- ---- ----------------------------
David F. Gonynor 9951 Burgess Court,
Union Lake, Michigan 48085
ARTICLE VI
When a compromise or arrangement or a plan or reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them, a
court of equity jurisdiction within the state, on application of this
corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the corporation, may order a meeting of a creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement or a reorganization, agree to a compromise or arrangement or a
reorganization of this corporation as a consequence of the compromise or
arrangement, the compromise or arrangement and the reorganization, if sanctioned
by the court to which the
3
-3-
application has been made, shall be binding on all the creditors or class of
creditors, or on all the shareholders or class of shareholders and also on this
corporation.
ARTICLE VII OPTIONAL
Any action required or permitted by this act to be taken
at an annual or special meeting of shareholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, is signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take the action at a meeting at which all shares entitled to vote thereon were
present and voted.
Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
shareholders who have not consented in writing.
I (We), the incorporator(s) sign my (our) name(s) this
12th day of April, 1983.
/s/ David F. Gonynor
-----------------------------
DAVID F. GONYNOR
4
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982
(nonprofit corporations), the undersigned corporation executes
the following Certificate:
1. The present name of the corporation is: COMPU-EASE, INC.
2. The corporation identification number (CID) assigned by the Bureau is:
240-920.
3. The location of its registered office is:
2055 Franklin
Bloomfield Hills, MI 48302
4. Article I and IV of the Articles of Incorporation is hereby amended to
read as follows:
Article I is hereby amended by deleting the text thereof and
substituting in lieu therefor the following:
"The name of the corporation is ENTEX Information Services of
Michigan, Inc."
Article IV is hereby amended by deleting the text thereof and
substituting in lieu therefor the following:
"The address of the registered office is 1533 North Woodward
Avenue, Suite 330, Bloomfield Hills, Michigan 48304. The name
of the resident agent at the registered office is CSC-Lawyers
Incorporating Service (Company)."
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)
a. [ ] The foregoing amendment to the Articles of Incorporation
was duly adopted on the ____ day of
5
-2-
________, 19__, in accordance with the provisions of the Act
by the unanimous consent of the incorporator(s) before the
first meeting of the board of directors or trustees.
Signed this ___ day of ___________, 19__.
--------------------- ---------------------
(Signature) (Signature)
--------------------- ---------------------
(Type or Print Name) (Type or Print Name)
b. [x] The foregoing amendment to the Articles of Incorporation was duly
adopted on the 18th day of January, 1995. The amendment: (check one of
the following)
[ ] was duly adopted in accordance with Section 611(2) of the
Act by the vote of the shareholders if a profit corporation
or by the vote of the shareholders or members if a nonprofit
corporation, or by the vote of the directors if a nonprofit
corporation organized on a nonstock directorship basis. The
necessary votes were cast in favor of the amendment.
[ ] was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship
basis.
[ ] was duly adopted by the written consent of the
shareholders or members having not less than the minimum
number of votes required by statute in accordance with
Section 407(1) and (2) of the Act if a nonprofit
corporation, and Section 407(1) of the Act if a profit
corporation. Written notice to shareholders or member who
have not consented in writing has been given. (Note: Written
consent by less than all of the shareholders or members is
permitted only if such provision appears
6
-3-
in the Articles of Incorporation.)
[x] was duly adopted by the written consent of all the
shareholders or members entitled to vote in accordance with
Section 407(3) of the Act if a non-profit corporation, and
Section 407 (2) of the Act if a profit corporation.
Signed this 18th day of January, 1995
By /s/ Lynne A. Burgess
-------------------------------------------
(Only signature of: President,
Vice-President, Chairperson and
Vice-Chairperson)
Lynne A. Burgess Vice President
-------------------------------------------
(Type or Print Name) (Type or Print Title)