EXHIBIT 3.8
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
OASIS GROUP, INC.
OASIS GROUP, INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the Georgia Business Corporation Code,
DOES HEREBY CERTIFY:
FIRST, that the Board of Directors of said corporation, by written
consent of the Board of Directors, filed with the minutes of the Board, adopted
a resolution proposing and declaring advisable the following amendments to the
Articles of Incorporation of said corporation:
RESOLVED, the Articles of Incorporation of Oasis Group, Inc. be amended
by changing Article II, so that amended said Article shall be and read as
follows:
"Authorized Capital Stock. The total number of shares of capital stock
of all classes which the Corporation has authority to issue is One hundred
seventy-five million (175,000,000), one hundred fifty million (150,000,000)
shares of which shall be Common Stock, no par value, and twenty-five million
(25,000,000) shares of which shall be Preferred Stock, par value $0.001 per
share.
(a) The Preferred Stock may be issued at any time and from time to
time, in one or more classes or series. The description of shares of each series
or class of Preferred Stock, including the designation, powers, preferences and
relative, participating, optional or other rights of shares of each such series
or class and the qualifications, limitations and restrictions thereof, if any,
shall be as set forth in resolutions adopted by the Board of Directors, and
articles of amendment shall be filed with the Georgia Secretary of State as
required by law to be filed with respect to issuance of such Preferred Stock,
prior to the issuance of any shares of such series or class.
(b) The Board of Directors is expressly authorized, at any time,
by adopting resolutions providing for a change in the number of, shares of any
particular series of Preferred Stock and, if and to the extent from time to time
required by law, by filing articles of amendment which are effective without
Shareholder action to increase or decrease the number of shares included in each
series or class of Preferred Stock, but not below the number of shares then
issued, and to set or change in any one or more respects the designations,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms and conditions of
redemption relating to the shares of each such series. Notwithstanding the
foregoing, the Board of Directors shall not be authorized to change the right of
holders of the Common Stock of the Corporation to vote one vote per share on all
matters submitted for shareholder action.
(C) The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to, determination of
the following:
(i) the designation of the series or class, which may be
by distinguishing number, letter or title;
(ii) the number of shares of the series or class, which
number the Board of Directors may thereafter (except where otherwise provided in
the applicable Preferred Stock Certificate of Designation) increase or decrease
(but not below the number of shares thereof then outstanding);
(iii) whether dividends, if any, shall be cumulative or
noncumulative and the dividend rate of the series or class;
(iv) whether dividends, if any, shall be payable in cash,
in kind or otherwise;
(v) the dates on which dividends, if any, shall be
payable;
(vi) the redemption rights and price or prices, if any,
for shares of the series or class;
(vii) the terms and amount of any sinking fund provided for
the purchase or redemption of shares of the series or class;
(viii) the amounts payable on shares of the series or class
in the event of any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation;
(ix) whether the shares of the series or class shall be
convertible or exchangeable into shares of any other class or series, or any
other security, of the Corporation or any other corporation, and, if so, the
specification of such other class or series or such other security, the
conversion or exchange price or prices or rate or rates, any adjustments
thereof, the date or dates as of which such shares shall be convertible or
exchangeable and all other terms and conditions upon which such conversion or
exchange may be made;
(x) restrictions on the issuance of shares of the same
series or class or of any other class or series; and
(xi) whether or not the holders of the shares of such
series or class shall have voting rights, in addition to the voting rights
provided by law, and if so, the terms of such voting rights, which may provide,
among other things and subject to the other provisions of the
Articles of Incorporation, that each share of such series or class shall carry
one vote or more or less than one vote per share, that the holders of such
series or class shall be entitled to vote on certain matters as a separate class
(which for such purpose may be comprised solely of such series or class or of
such series or class and one or more other series or classes of stock of the
Corporation) and that all the shares of such series or class entitled to vote on
a particular matter shall be deemed to be voted on such matter in the manner
that a specified portion of the voting power of the shares of such series or
class or separate class are voted on such matter.
(c) The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof.
FURTHER RESOLVED, the Articles of Incorporation be amended by
adding a new Article VI, which shall read as follows:
"To the extent allowed by law, any action that is required to
be or may be taken at a meeting of the shareholders of the corporation may be
taken without a meeting if written consent, setting forth the action, shall be
signed by persons who would be entitled to vote at a meeting those shares having
voting power to cast not less than the minimum number (or numbers, in the case
of voting by classes) of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote were present and voted.
Notice shall be given within ten (10) days of the taking of corporate action
without a meeting by less than unanimous written consent to those shareholders
on the record date whose shares were not represented on the written consent."
FURTHER RESOLVED, that the Articles of Incorporation be
amended by adding a new Article VII, which shall read as follows:
"A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, to the fullest extent permitted by Georgia Law. Neither the
amendment nor repeal of Article VII or VIII, nor the adoption of any provision
of these Articles of Incorporation or the By-laws of the Corporation, nor, to
the fullest extent permitted by Georgia Law, any modification of law, shall
eliminate or reduce the effect of Article VII or VIII in respect of any acts or
omissions occurring prior to, and shall not adversely affect any right or
protection of a director of the Corporation existing prior to such amendment,
repeal, adoption or modification."
FURTHER RESOLVED, that the Articles of Incorporation be
amended by adding a new Article VIII, which shall read as follows:
"Each person (and the heirs, executors or administrators of
such person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by Georgia Law. The right to indemnification
conferred in this Article VIII shall also include the right to be paid by the
Corporation the expenses incurred in connection with any such proceeding in
advance of its final disposition to the fullest extent authorized by Georgia
Law. The right to indemnification conferred in this Article VIII shall be a
contract right.
The Corporation may, by action of its Board of Directors,
provide indemnification to such of the officers, employees and agents of the
Corporation to such extent and to such effect as the Board of Directors shall
determine to be appropriate and authorized by Georgia Law.
The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any expense, liability or loss
incurred by such person in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under Georgia Law.
The rights and authority conferred in this Article VIII shall
not be exclusive of any other right which any person may otherwise have or
hereafter acquire.
SECOND, with the addition of new Articles VI, VII and VIII to
the Articles of Incorporation, the Articles of Incorporation as they existed
prior to these Articles of Amendment are redesignated as Articles I through
VIII.
THIRD, these amendments were duly approved by the Shareholders
of the Corporation, upon the recommendation of the board of directors of the
Corporation, as required under (a) the Articles of Incorporation as they existed
prior to these Articles of Amendment, (b) the bylaws of the Corporation, and (c)
Section 14-2-1003 of the Georgia Business Corporation Code.
FOURTH, the changes made by these Articles of Amendment shall
be effective upon the filing of these Articles of Amendment with the Georgia
Secretary of State.
IN WITNESS WHEREOF, Oasis Group, Inc. has caused these
Articles of Amendment to be executed and attested by its duly authorized
officers, this 24 day of June, 2002.
Attest Oasis Group, Inc.
/s/ Peggy Evans /s/ Ronald A. Potts
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Peggy Evans, Secretary Ronald A. Potts, President