Exhibit 3.9
(SEAL)
STATE OF COLORADO
DEPARTMENT OF
STATE
CERTIFICATE
I, DONETTA DAVIDSON, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY
CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE, THE ATTACHED IS A FULL,
TRUE AND COMPLETE COPY OF THE ARTICLES OF INCORPORATION AND ALL AMENDMENTS
THERETO OF
SPEAKEZ, INC.
(COLORADO CORPORATION)
AS FILED IN THIS OFFICE AND ADMITTED TO RECORD.
Dated: July 08, 2004
/s/ Donetta Davidson
----------------------------------------
SECRETARY OF STATE
RECEIVED _________. DEPT. OF STATE
FEB 6 10 __ AM '87 709574 FE-8_
DEPARTMENT OF STATE
STATE OF COLORADO
ARTICLES OF INCORPORATION
OF
TELE-MATIC CORPORATION
The undersigned natural person of the age of eighteen (18) years or more
acting is incorporator of a corporation under the Colorado Corporation Code,
hereby adopts the following Articles of Incorporation for such corporation:
ARTICLE ONE
The name of the corporation is Tele-Matic Corporation.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purposes for which the corporation is organized are:
(1) To manufacture, own, operate and manage telephones and telephone equipment;
to buy, sell, vend, lease and deal generally in telephones, mobile telephones,
and telephone equipment; to set up telephone systems; to operate and repair
telephones, telephone equipment, and telephone systems; and to carry on
generally such other and incidental business as my be appropriate to the above
mentioned activities.
(2) To buy, sell, vend, lease, and deal in services, personal property and real
property.
(3) The transaction of any or all lawful business for which corporations may be
organized under the Colorado Corporation Code.
ARTICLE FOUR
The aggregate number of shares which the corporation shall have authority
to issue is 10,000,000 shares without par value.
ARTICLE FIVE
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of not less than One
Thousand Dollars ($1,000.00), consisting of money, _____ ____, or property
actually received.
ARTICLE SIX
The street address of its initial registered office is Tele-Matic
Corporation; ____ So. Dawson Circle, Suite ___, Englewood, Colorado 80112, and
the name of its initial registered _____________ address is Terry D. Johnson.
ARTICLE SEVEN
Cumulative voting is NOT allowed.
ARTICLE EIGHT
The number of Directors constituting the initial Board of Directors is
Three (3), and the names and addresses of the persons who are to serve as
Directors until the first annual meeting of the shareholders or until their
successors are elected and qualified are:
John Forster 2821 So. _____
Denver, Co. 80236
Terry D. Johnson ____ South Syraouse Court
Englewood, CO 80112
William J. Fraser 4000 So. Cherry
Englewood, Co. 80110
ARTICLE NINE
The name and address of the incorporator is:
Terry D. Johnson 8277 So. Syraouse Cir.
Englewood, Colorado 80110
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation on this 1st day of September, 1986.
/s/ Terry D. Johnson
----------------------------------------
Terry D. Johnson
__________ MAIL TO: For office use only
__________
Colorado Secretary of State
Corporations Office
1560 Broadway, Suite 200
______, Colorado _____
(303) 866-2361
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendments to ___
Articles of Incorporation:
FIRST: The name of the corporation is (note 1) Tele-Matic Corporation
SECOND: The following _________ to the Articles of Incorporation was
adopted __ __________________ 19___ __ __________ by the Colorado Corporation
Code, in the manner marked with as X below:
Such amendment was adopted by the board of directors where __ shares
---- have been Issued
X Such amendment was adopted by a vote of the shareholders. The number
---- of shares voted for the amendment was sufficient for ________.
SEE EXHIBIT A, ATTACHED HERETO
THIRD: The manner, If not set forth in such amendment, in which any
exchange, reclassification, or ____________ of issued shares provided for in the
amendment shall be effected, is as follows: NONE
FOURTH: The manner in which such amendment effects a change in the ______
of stated capital, and the ______ of stated capital as changed by such
amendment, are as follows: NONE
Tele-Matic Corporation (Note 1)
By /s/ Terry D. Johnson
-------------------------------------
Terry D. Johnson.
and /s/ Illegible (Note 2)
------------------------------------
Illegible
(Note 3)
-------------------------------------
NOTES: 1. _______________ name of corporation adopting the Articles of
Amendments (If this is a change of name amendment the name before
this amendment is ____.
2. ________________________________________________________________.
3. _________________________________________________________.
EXHIBIT A
ARTICLE SIX
The street address of the registered office of the Corporation is 7304
South Alton Way, Englewood, Colorado 80112, and the name of its registered agent
at such address is Gary A. Bottinelli.
ARTICLE TEN
No shareholder shall have any preemptive right to acquire additional
unissued or treasury shares of the corporation or securities convertible into
shares or carrying stock purchase warrants or privileges.
ARTICLE ELEVEN
Any action for which the Colorado Corporation Code requires the approval
of two-thirds of the shares or any class or series entitled to vote with respect
thereto, unless otherwise provided in the Articles of Incorporation, shall
require for approval the appropriate vote of a majority of the shares or any
class or series outstanding entitled to vote thereon.
ARTICLE TWELVE
No director of the Corporation shall have any personal liability to the
Corporation or to its shareholders for monetary damages for breach of fiduciary
duty as a director, pursuant to Colorado Corporation Code Section 7-3-101(1)(u)
in effect as of the date of filing this Amendment.
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
TELE-MATIC CORPORATION
DP 871709574
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Amended and Restated Articles of
Incorporation. The following correctly set forth the provisions of the Articles
of Incorporation, as amended, and supersede the original Articles of
Incorporation and all amendments thereto. The Amended and Restated Articles of
Incorporation were adopted on July 9, 1990 by vote of the shareholders. The
number of shares voted for the Amended and Restated Articles of Incorporation
was sufficient for approval.
ARTICLE I
These Amended and Restated Articles of Incorporation shall be effective as
of 12:01 a.m. on August 1, 1990.
ARTICLE II
The name of the corporation shall be Tele-Matic Corporation (the
"Corporation").
ARTICLE III
The Corporation shall have perpetual existence.
ARTICLE IV
The nature of the business, the object of and the purpose for which the
Corporation is created is to engage in the transaction of all lawful business
for which corporations may be incorporated under and pursuant to the laws of the
State of Colorado.
ARTICLE V
The Corporation shall have and may exercise all of the rights, powers and
privileges now or hereafter conferred upon corporations organized under and
pursuant to the laws of the State of Colorado including, but not limited to, the
power to enter into general partnerships, limited partnerships (whether the
Corporation be a limited or general partner), joint ventures, syndicated pools,
associations and other arrangements for carrying on one or more of
the purposes set forth in Article IV hereof, jointly or in common with others.
In addition, the Corporation may do everything necessary, suitable or proper for
the accomplishment of its corporate purposes.
ARTICLE VI
A. AUTHORIZED SHARES
The aggregate number of shares of capital stock which the Corporation shall
have authority to issue is 1,000,000 shares of common stock, each with no par
value and 1,000,000 shares of preferred stock, each with no par value. The
consideration for the issuance of shares of stock of the Corporation may be paid
in whole or in part in money, in other property, tangible or intangible, or in
labor or services actually performed for the Corporation. All shares of stock of
the Corporation when issued shall be fully paid and nonassessable.
B. COMMON STOCK
(a) After the requirements with respect to preferential dividends on the
preferred stock, if any, shall have been met, and after the Corporation shall
have complied with all the requirements, if any, with respect to the setting
aside of sums as sinking funds or redemption or purchase accounts, then, and not
otherwise, the holders of the common stock shall be entitled to receive such
dividends as may be declared from time to time by the Board of Directors.
(b) After distribution in full of the preferential amount, if any, to be
distributed to the holders of the preferred stock in the event of voluntary or
involuntary liquidation, distribution or sale of assets, dissolution, or
winding-up of the Corporation, the holders of the common stock shall be entitled
to receive all of the remaining assets of the Corporation, tangible and
intangible, of whatever kind available for distribution to shareholders, ratably
in proportion to the number of shares of the common stock held by them
respectively.
(c) Except as may otherwise be required by law, each holder of the common
stock shall have one vote in respect of each share of the common stock held by
such holder on all matters voted upon by the shareholders.
C. PREFERRED STOCK
Shares of Preferred Stock may be divided into such series as may be
established, from time to time, by the Board of Directors. The Board of
Directors, from time to time, may fix and determine
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the relative rights and preferences of the shares of any series so established.
D. TRANSFER RESTRICTIONS
The Corporation shall have the right, by appropriate action, to impose
restrictions upon the transfer of any shares of stock from time to time issued,
or any interest therein; provided, however, that any such restrictions, or
notice of the substance thereof, shall be set forth upon the face or back of the
certificates representing such shares of stock.
E. PREEMPTIVE RIGHTS
The owners of shares of stock of the Corporation shall not be entitled as a
right to purchase or subscribe for any unissued or treasury shares of the
Corporation of any class or series, or any additional shares of the Corporation
of any class or series to be issued by reason of any increase in the authorized
shares of the Corporation of any class or series, or any bonds, certificates of
indebtedness, debentures or other securities, rights, warrants or options
convertible into shares of the Corporation of any class or series.
F. MAJORITY VOTE
In any and every action where the vote or concurrence of greater than a
majority of shareholders is required, to the fullest extent permitted by the
laws of the State of Colorado (currently set forth in C.R.S. 7-4-118), as the
same now exists or may hereafter be amended, such requirement shall be reduced
to the vote or concurrence of a majority of the shareholders.
ARTICLE VII
The private property of the shareholders of the Corporation shall not be
subject to the payment of the debts, liabilities or obligations of the
Corporation.
ARTICLE VIII
The business and affairs of the Corporation shall be managed by a Board of
Directors which shall exercise all the powers of the Corporation except as
otherwise provided in the Bylaws, these Articles of Incorporation or by the laws
of the State of Colorado. The number of directors of the Corporation shall be no
fewer than three; provided, however, that if all outstanding shares of stock of
the Corporation entitled to vote in the election of directors of the Corporation
are held of record by fewer than three shareholders, there need be only as many
directors as there are
3
shareholders of record. Subject to such limitation, the number of directors
shall be fixed by resolution of the Board of Directors and may be increased or
decreased by resolution of the Board of Directors, but no decrease shall have
the effect of shortening the term of any incumbent director. At such time, if
any, when the Board of Directors consists of six or more members, in lieu of
electing the whole number of directors annually, the Board of Directors may by
appropriate resolution divide the directors into either two or three classes,
each class to be as nearly equal in number as possible, the term of office of
directors of the first class to expire at the first annual meeting of
shareholders after their election, that of the second class to expire at the
second annual meeting after their election, and that of the third class, if any,
to expire at the third annual meeting after their election. At each annual
meeting after such classification, the number of directors equal to the number
of the class whose term expires at the time of such meeting shall be elected to
hold office until the second succeeding annual meeting, if there are two
classes, or until the third succeeding annual meeting, if there are three
classes. No classification of directors shall be effective prior to the first
annual meeting of shareholders.
ARTICLE IX
Cumulative voting in the election of directors of the Corporation shall not
be allowed
ARTICLE X
A. POWER TO INDEMNIFY
To the fullest extent permitted by the laws of the State of Colorado
(currently set forth in C.R.S. 7-3-101.5), as the same now exists or may
hereafter be amended, the Corporation shall indemnify its director and officers.
Other employees, trustees and agents of the Corporation may be indemnified by
the Corporation upon such terms and conditions, consistent with applicable law,
as the Board of Directors deems appropriate.
B. EXPENSES PAYABLE IN ADVANCE
To the fullest extent permitted by the laws of the State of Colorado
(currently set forth in C.R.S. 7-3-101.5), as the same now exists or may
hereafter be amended, the Corporation shall pay for or reimburse the reasonable
expenses of its directors and officers who are parties to a proceeding that is
or may be subject to indemnification under this Article X in advance of the
final disposition of such proceeding. Such expenses incurred by other employees,
trustees and agents may be so paid upon such terms and
4
conditions, consistent with applicable law, as the Board of Directors deems
appropriate.
C. NON-EXCLUSIVITY
The indemnification and the advancement of expenses provided by, or granted
pursuant to, this Article X shall not be deemed exclusive of any other rights to
which the person seeking such indemnification or advancement may be entitled
under any law, Bylaw, agreement, contract, vote of shareholders or Board of
Directors or pursuant to the direction (howsoever embodied) of any court of
competent jurisdiction or otherwise, both as to actions in such person's
official capacity and as to actions in another capacity while holding such
office. The provisions of this Article X shall not be deemed to preclude any
person being indemnified who is not specified in this Article X but with respect
to which the Corporation has the power or obligation to indemnify under the
provisions of the laws of the State of Colorado or otherwise.
D. INSURANCE
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, fiduciary or agent of the
Corporation, or who, while a director, officer, employee, fiduciary or agent of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic corporation or of any partnership, joint venture, trust,
other enterprise or employee benefit plan against any liability asserted against
or incurred by such person in any such capacity or arising out of such persons'
status as such, whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of the laws of the State
of Colorado or otherwise. Any such insurance may be procured from any insurance
company designated by the Board of Directors of the Corporation, whether such
insurance company is formed under the laws of the State of Colorado or any other
jurisdiction of the United States or elsewhere, including any insurance company
in which the Corporation has equity or any other interest, through stock
ownership or otherwise.
E. SURVIVAL
The indemnification and the advancement of expenses provided by, or granted
pursuant to, this Article X shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee, fiduciary or agent of the Corporation and shall inure to the benefit
of the heirs, executors and administrators of such a person. No amendment of
this Article X shall affect any right of any director, officer, employee,
fiduciary, agent or other person based on any event or proceeding occurring
prior to such amendment.
5
F. MEANING OF "CORPORATION" FOR PURPOSES OF ARTICLE X
For purposes of this Article X, reference to "the Corporation" shall
include, in addition to any resulting or surviving corporation of the
Corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had the power and authority to indemnify its
directors, officers, employees, fiduciaries or agents, so that any person who is
or was a director, officer, employee, fiduciary or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee, fiduciary or agent of another corporation,
partnership, trust, joint venture, syndicate or other enterprise, shall stand in
the same position under the provisions of this Article X with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.
G. ELIMINATION OF PERSONAL LIABILITY OF DIRECTORS
To the fullest extent permitted by the laws of the State of Colorado
(currently set forth in C.R.S. 7-3-101), as the same now exists or may hereafter
be amended, no director of the Corporation shall be liable to the Corporation or
to its shareholders for monetary damages for breach of fiduciary duty as a
director.
ARTICLE XI
To the fullest extent permitted by the laws of the State of Colorado
(currently set forth in C.R.S. 7-5-114.5), as the same now exists or may
hereafter be amended, no contract or transaction between the Corporation and one
or more of its directors, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers or have a financial interest,
shall be void or voidable solely for that reason or solely because the director
or officer was present at or participated in the meeting of the board or
committee thereof which authorized, approved, or ratified the contract or
transaction or solely because such person's or their votes were counted for such
purpose.
ARTICLE XII
The Corporation's principal place of business in the State of Colorado
shall be 7304 South Alton Way, Englewood, Colorado 80112 or such other address
as the Board of Directors may designate. The address of the Corporation's
registered office shall be the Law
6
Offices of Fay M. Matsukage, Stanford Place 3, Suite 201, 4582 South Ulster
Street Parkway, Denver, Colorado 80237-2633 and the name of the Corporation's
registered agent at such address is Thaddeus A. Mazurek, Jr.
ARTICLE XIII
The Board of Directors shall have the power to formulate and adopt the
Bylaws of the Corporation and from time to time amend, alter, repeal or
supplement any provision of such Bylaws as it deems proper for the
administration and regulation of the affairs of the Corporation.
ARTICLE XIV
The right is reserved to the Board of Directors from time to time to amend,
alter, repeal or supplement any provisions of these Articles of Incorporation in
any manner now or hereafter prescribed or permitted by the laws of the State of
Colorado, and the rights of the shareholders of the Corporation shall be subject
to the right reserved to the Board of Directors pursuant to this Article XIV.
IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated
Articles of Incorporation this 31st day of July 1990.
TELE-MATIC CORPORATION
By /s/ Terry D. Johnson
-------------------------------------
Terry D. Johnson
President
By /s/ Donald G. Antonio
-------------------------------------
Donald G. Antonio
Secretary
7
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
Personally appeared before me this 31st day of July 1990, Terry D. Johnson
and Donald G. Antonio who, being first duly sworn, declared that they executed
the foregoing Amended and Restated Articles of Incorporation in their capacities
as President and Secretary, respectively, of Tele-Matic Corporation, and that
the statements therein are true and correct to the best of their knowledge and
belief.
Witness my hand and official seal.
/s/ Brenda M. Johnson
----------------------------------------
Notary Public
My commission expires:
______________
(STAMP)
8
MAIL TO: for office use only
COLORADO SECRETARY OF STATE
CORPORATIONS OFFICE
1560 Broadway, Suite 200
Denver, Colorado 80202
(303) 894-2251
STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH
_______________
_______________
This document must be typewritten.
Pursuant to the provisions of the Colorado Corporation Code, the Colorado
Nonprofit Corporation Act and the Colorado Uniform Limited Partnership Act of
1981, the undersigned corporation or limited partnership organized under the
laws of COLORADO submits the following statement for the purpose of changing its
registered office or its registered agent, or both, in the state of Colorado:
First: The name of the corporation or limited partnership is:
TELE-MATIC CORPORATION
Second: the address of its REGISTERED OFFICE is 6675 SOUTH KENTON SUITE 100
ENGLEWOOD, COLORADO 80111
Third: The name of its REGISTERED AGENT is ROBERT J. MOHRBACHER
Fourth: The address of its registered office and the address of the
business office of its registered agent, as changed, will be identical.
Fifth: The address of its place of business in Colorado is 6675 SOUTH
KENTON SUITE 100 ENGLEWOOD, COLORADO 80111
TELE-MATIC CORPORATION (Note 1)
By /s/ Illegible (Note 2)
----------------------------
Its [X] president
Its [X] authorized agent
Its [ ] registered agent (Note 3)
Its [ ] general partner
Notes: 1. ______________________________________________________________________
2. ______________________________________________________________________
______________________________________________________________________
3. ______________________________________________________________________
______________________________________________________________________
AMENDED ARTICLES OF INCORPORATION
OF
TELE-MATIC CORPORATION
DP871769574
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Amended Articles of Incorporation.
The following correctly set forth the provisions of the Articles of
Incorporation, as amended. The Amended Articles of Incorporation were adopted on
December 27, 1991, by vote of the shareholder. The number of shares voted for
the Amended Articles of Incorporation was sufficient for approval.
ARTICLE II
CURRENT ARTICLE
"The name of the corporation shall be Tele-Matic Corporation (the
"Corporation")."
AMENDED ARTICLE
The name of the corporation was Tele-Matic Corporation. The name of the
corporation shall be changed to Tele-Matic Management Corporation (the
"Corporation").
IN WITNESS WHEREOF, the undersigned have executed these Amended Articles of
Incorporation effective this 31st day of December, 1991.
TELE-MATIC CORPORATION
(to be known hereafter as
TELE-MATIC MANAGEMENT CORPORATION)
By: /s/ Terry D. Johnson
------------------------------------
Terry D. Johnson
Its President
By: /s/ Donald G. Antonio
------------------------------------
Donald G. Antonio
Its Secretary
STATE OF COLORADO )
) ss
ARAPAHOE COUNTY )
Personally appeared before me this 31st day of December, 1991, Terry D.
Johnson and Donald G. Antonio, being first duly sworn, declared that they
executed the foregoing Amended Articles of Incorporation in their capacities as
President and Secretary, respectively, of Tele-Matic Corporation (to be known
hereafter as Tele-Matic Management), and that the statements therein are true
and correct to the best of their knowledge and belief.
Witness by hand official seal.
/s/ Illegible
----------------------------------------
Notary Public
My commission expires:
10/11/1995
MAIL TO: SECRETARY OF STATE FOR OFFICE USE ONLY 002
CORPORATIONS SECTION
1560 BROADWAY, SUITE 200
DENVER, CO 80202
(303)894-2251
FAX (303)894-2242
DP 871709_74
MUST BE TYPED
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
PLEASE INCLUDE A TYPED
SELF-ADDRESSED ENVELOPE
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is Tele-Matic Management Corporation.
SECOND: The following amendment to the Articles of Incorporation was adopted on
April 5, 1990, as prescribed by the Colorado Business Corporation Act, in the
manner marked with an X below:
No shares have been issued or Directors Elected - Action by
- ------ Incorporators
No shares have been issued but Directors Elected - Action by Directors
- ------
Such amendment was adopted by the board of directors where shares have
- ------ been issued and shareholder action was not required.
X Such amendment was adopted by a vote of the shareholders. The number of
- ------ shares voted for the amendment was sufficient for approval.
SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE.
THIRD: If changing corporate name, the new name of the corporation is T-Netix
Management Corporation.
FOURTH: The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows:
None.
If these amendments are to have a delayed effective date, please list that
date: ________________
(Not to exceed ninety (90) days from the date of filing)
TELE-MATIC MANAGEMENT CORPORATION
Signature /s/ John Giannaula
------------------------------
Title John Giannaula, Secretary
EXHIBIT A
Article II of the Corporation's Articles of Incorporation shall be amended
to state:
"The name of the corporation shall be T-Netix Management Corporation (the
"Corporation")."
Article XII of the Corporation's Articles of Incorporation shall be amended
to state:
"The Corporation's principal place of business in the State of Colorado
shall be 6675 South Kenton Street, Englewood, Colorado 80111, or such other
address as the Board of Directors may designate. The address of the
Corporation's registered office shall be South Kenton Street, Englewood,
Colorado 80111, and the name of the Corporation's registered agent at such
address is John Giannaula."
ARTICLES OF MERGER
DPO 1957170957_
The undersigned corporations, T-NETIX Management Corporation, a Colorado
corporation ("TMC") and SpeakEZ, Inc., a New Jersey corporation ("SpeakEZ"),
pursuant to Section 7-111-105 of the Colorado Business Corporation Act, adopt
the following Articles of Merger:
1. On the effective date specified below, SpeakEZ shall merge with and
into TMC and the separate existence of SpeakEZ shall cease pursuant to
the terms of the Plan of Merger attached hereto as Exhibit A (the
"Plan"), and TMC shall continue as the surviving corporation.
2. On December 29, 1997, the Board of Directors of TMC and the Board of
Directors of SpeakEZ adopted and approved the Plan.
3. On December 29, 1997, the sole shareholder of TMC voted upon the Plan.
The votes cast by each voting group entitled to vote was sufficient
for approval.
4. On December 29, 1997, the sole shareholder of SpeakEZ voted upon the
Plan. The votes cast by each voting group entitled to vote was
sufficient for approval.
5. The effective date of the Plan shall be December 31, 1997.
IN WITNESS WHEREOF, these Articles of Merger have been signed and verified
by the duly authorized officers of TMC and SpeakEZ on this 29th day of December,
1997.
T-NETIX MANAGEMENT CORPORATION
/s/ Thomas J. Huzjak
----------------------------------------
Thomas J. Huzjak, President
/s/ John Giannaula
- -------------------------------------
John Giannaula, Secretary
SPEAKEZ, INC.
/s/ Thomas J. Huzjak
----------------------------------------
Thomas J. Huzjak, President and CEO
/s/ John Giannaula
- -------------------------------------
John Giannaula, Secretary and
Vice President - Finance
EXHIBIT A
PLAN OF MERGER
This Plan of Merger ("Plan") is entered into this 29th day of December,
1997, by and between T-NETIX Management Corporation, a Colorado corporation
("TMC"), and SpeakEZ, Inc., a New Jersey corporation ("SpeakEZ").
RECITALS
A. TMC and SpeakEZ are both wholly owned subsidiaries of T-NETIX, Inc., a
Colorado corporation.
B. The respective Boards of Directors of TMC and SpeakEZ have determined
that it is in the best interest of said corporations and their sole
shareholder, T-NETIX, Inc., to merge SpeakEZ with and into TMC, with
TMC as the surviving corporation, upon the terms and conditions set
forth herein.
THEREFORE, in consideration of the mutual covenants contained herein, TMC
and SpeakEZ agree as follows:
1. On the effective date specified in the Articles of Merger to be filed
with the Colorado Secretary of State and the Certificate of Merger to
be filed with the New Jersey Secretary of State, SpeakEZ shall merge
with and into TMC (the "Merger"), the separate existence of SpeakEZ
shall cease and TMC shall continue as the surviving corporation.
2. Upon consummation of the Merger, all outstanding shares of the common
stock, no par value, of SpeakEZ shall be canceled.
3. The Articles of Incorporation and bylaws of TMC as in effect
immediately prior to the Merger will remain the Articles of
Incorporation and bylaws of TMC as the surviving corporation after the
Merger. TMC shall immediately after the Merger amend its Articles of
Incorporation to change its corporate name to "SpeakEZ, Inc." and
shall take all actions necessary to become qualified to transact
business in the State of New Jersey as a foreign corporation.
4. The directors and officers of TMC immediately prior to the Merger
shall be the directors and officers of TMC after the Merger until
their successors have been elected and have qualified.
5. After the Merger, all rights, privileges, powers and all property and
assets of TMC and SpeakEZ shall be vested in and be held by TMC as the
surviving corporation, without further act or deed, and all the
estates and interest of every kind of TMC and SpeakEZ, including all
debts due to either of them, shall be the property of TMC as
the surviving corporation. All rights of creditors and liens upon any
property of TMC or SpeakEZ shall be preserved unimpaired and all
debts, liabilities and duties of TMC and SpeakEZ shall be debts,
liabilities and duties of TMC as the surviving corporation and may be
enforced against it to the same extent as if said debts, liabilities
and duties had been incurred or contracted by it.
6. This Plan may be terminated and the Merger abandoned at any time prior
to the effective date by the mutual written consent of the parties
hereto.
IN WITNESS WHEREOF, this Plan of Merger has been signed by the duly
authorized officers of TMC and SpeakEZ on the date above written.
T-NETIX MANAGEMENT CORPORATION
/s/ Thomas J. Huzjak
----------------------------------------
Thomas J. Huzjak, President
/s/ John Giannaula
- -------------------------------------
John Giannaula, Secretary
SPEAKEZ, INC.
/s/ Thomas J. Huzjak
----------------------------------------
Thomas J. Huzjak, President and CEO
/s/ John Giannaula
- -------------------------------------
John Giannaula, Secretary and
Vice President - Finance
-2-
Mail to: Secretary of State For office use only 008
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303)894-2251
Fax (303)894-2242
Please include a typed
self-addressed envelope
MUST BE TYPED
FILING FEE: $60.00
MUST SUBMIT TWO COPIES
DPO 19871709574
RESTATED ARTICLES OF
INCORPORATION WITH AMENDMENTS
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following amended and restated Articles of
Incorporation. These articles correctly set forth the provisions of the Articles
of Incorporation, as amended, and supersede the original Articles of
Incorporation and all amendments thereto.
FIRST: The name of the corporation is T-NETIX Management Corporation
SECOND: The following amended and restated Articles of Incorporation were
adopted in the manner marked with an "X" below:
The amended and restated Articles of Incorporation were adopted by the
- ----- board of directors where no shares have been issued, or no shareholder
action required.
X The amended and restated Articles of Incorporation were adopted by a
- ----- vote of the shareholders. The number of shares voted for the amended and
restated Articles of Incorporation was sufficient for approval.
The amended and restated Articles of Incorporation were adopted by the
- ----- incorporators where no shares have been issued or directors elected, or
no shareholder action required.
THIRD: The name of the corporation as amended is SpeakEZ, Inc.
ATTACH A COPY OF YOUR AMENDED AND RESTATED ARTICLES OF
INCORPORATION
SPEAKEZ, INC.
Signature /s/ Thomas J. Huzjak
------------------------------
Title: Thomas J. Huzjak, President
/s/ Illegible
----------------------------------------
Revised 7/95
_____________________
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SPEAKEZ, INC
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Amended and Restated Articles of
Incorporation. The following correctly set forth the provisions of the Articles
of Incorporation, as amended, and supersede the original Articles of
Incorporation and all amendments thereto. The Amended and Restated Articles of
Incorporation were adopted on December 29, 1997, by vote of the sole
shareholder. The number of shares voted for the Amended and Restated Articles of
Incorporation was sufficient for approval.
ARTICLE I
These Amended and Restated Articles of Incorporation shall be effective as
of the date of filing.
ARTICLE II
The name of the corporation shall be SpeakEZ, Inc. (the "Corporation").
ARTICLE III
The Corporation shall have perpetual existence.
ARTICLE IV
The nature of the business, the object of and the purpose for which the
Corporation is created is to engage in the transaction of all lawful business
for which corporations may be incorporated under and pursuant to the laws of the
State of Colorado.
ARTICLE V
The Corporation shall have and may exercise all of the rights, powers and
privileges now or hereafter conferred upon corporations organized under and
pursuant to the laws of the State of Colorado including, but not limited to, the
power to enter into general partnerships, limited partnerships (whether the
Corporation be a limited or general partner), joint ventures, syndicated pools,
associations and other arrangements for carrying on one or more of the purposes
set forth in Article IV hereof, jointly or in common with others. In addition,
the Corporation may do everything necessary, suitable or proper for the
accomplishment of its corporate purposes.
ARTICLE VI
A. AUTHORIZED SHARES
The aggregate number of shares of capital stock which the Corporation shall
have authority to issue is 1,000,000 shares of common stock, each with no par
value and 1,000,000 shares of preferred stock, each with no par value. The
consideration for the issuance of shares of stock of the Corporation may be paid
in whole or in part in money, in other property, tangible or intangible, or in
labor or services actually performed for the Corporation. All shares of stock of
the Corporation when issued shall be fully paid and nonassessable.
B. COMMON STOCK
(a) After the requirements with respect to preferential dividends on the
preferred stock, if any, shall have been met, and after the Corporation shall
have complied with all the requirements, if any, with respect to the setting
aside of sums as sinking funds or redemption or purchase accounts, then, and not
otherwise, the holders of the common stock shall be entitled to receive such
dividends as may be declared from time to time by the Board of Directors.
(b) After distribution in full of the preferential amount, if any, to be
distributed to the holders of the preferred stock in the event of voluntary or
involuntary liquidation, distribution or sale of assets, dissolution, or
winding-up of the Corporation, the holders of the common stock shall be entitled
to receive all of the remaining assets of the Corporation, tangible and
intangible, of whatever kind available for distribution to shareholders, ratably
in proportion to the number of shares of the common stock held by them
respectively.
(c) Except as may otherwise be required by law, each holder of the common
stock shall have one vote in respect of each share of the common stock held by
such holder on all matters voted upon by the shareholders.
C. PREFERRED STOCK
Shares of Preferred Stock may be divided into such series as may be
established, from time to time, by the Board of Directors. The Board of
Directors, from time to time, may fix and determine the relative rights and
preferences of the shares of any series so established.
D. TRANSFER RESTRICTIONS
The Corporation shall have the right, by appropriate action, to impose
restrictions upon the transfer of any shares of stock from time to time issued,
or any interest therein; provided, however, that any such restrictions, or
notice of the substance thereof, shall be set forth upon the face or back of the
certificates representing such shares of stock.
-2-
E. PREEMPTIVE RIGHTS
The owners of shares of stock of the Corporation shall not be entitled as a
right to purchase or subscribe for any unissued or treasury shares of the
Corporation of any class or series, or any additional shares of the Corporation
of any class or series to be issued by reason of any increase in the authorized
shares of the Corporation of any class or series, or any bonds, certificates of
indebtedness, debentures or other securities, rights, warrants or options
convertible into shares of the Corporation of any class or series.
F. MAJORITY VOTE
In any and every action where the vote or concurrence of greater than a
majority of shareholders is required, to the fullest extent permitted by the
laws of the State of Colorado, as the same now exists or may hereafter be
amended, such requirement shall be reduced to the vote or concurrence of a
majority of the shareholders.
ARTICLE VII
The private property of the shareholders of the Corporation shall not be
subject to the payment of the debts, liabilities or obligations of the
Corporation.
ARTICLE VIII
The business and affairs of the Corporation shall be managed by a Board of
Directors which shall exercise all the powers of the Corporation except as
otherwise provided in the Bylaws, these Articles of Incorporation or by the laws
of the State of Colorado. The number of directors of the Corporation shall be no
fewer than three; provided, however, that if all outstanding shares of stock of
the Corporation entitled to vote in the election of directors of the Corporation
are held of record by fewer than three shareholders, there need be only as many
directors as there are shareholders of record. Subject to such limitation, the
number of directors shall be fixed by resolution of the Board of Directors and
may be increased or decreased by resolution of the Board of Directors, but no
decrease shall have the effect of shortening the term of any incumbent director.
At such time, if any, when the Board of Directors consists of six or more
members, in lieu of electing the whole number of directors annually, the Board
of Directors may by appropriate resolution divide the directors into either two
or three classes, each class to be as nearly equal in number as possible, the
term of office of directors of the first class to expire at the first annual
meeting of shareholders after their election, that of the second class to expire
at the second annual meeting after their election, and that of the third class,
if any, to expire at the third annual meeting after their election. At each
annual meeting after such classification, the number of directors equal to the
number of the class whose term expires at the time of such meeting shall be
elected to hold office until the second succeeding annual meeting, if there are
two classes, or until the third succeeding annual meeting, if there are three
classes. No classification of directors shall be effective prior to the first
annual meeting of shareholders.
-3-
ARTICLE IX
Cumulative voting in the election of directors of the Corporation shall not
be allowed.
ARTICLE X
A. POWER TO INDEMNIFY
To the fullest extent permitted by the laws of the State of Colorado, as
the same now exists or may hereafter be amended, the Corporation shall indemnify
its directors and officers. Other employees, trustees and agents of the
Corporation may be indemnified by the Corporation upon such terms and
conditions, consistent with applicable law, as the Board of Directors deems
appropriate.
B. EXPENSES PAYABLE IN ADVANCE
To the fullest extent permitted by the laws of the State of Colorado, as
the same now exists or may hereafter be amended, the Corporation shall pay for
or reimburse the reasonable expenses of its directors and officers who are
parties to a proceeding that is or may be subject to indemnification under this
Article X in advance of the final disposition of such proceeding. Such expenses
incurred by other employees, trustees and agents may be so paid upon such terms
and conditions, consistent with applicable law, as the Board of Directors deems
appropriate.
C. NON-EXCLUSIVITY
The indemnification and the advancement of expenses provided by, or granted
pursuant to, this Article X shall not be deemed exclusive of any other rights to
which the person seeking such indemnification or advancement may be entitled
under any law, Bylaw, agreement, contract, vote of shareholders or Board of
Directors or pursuant to the direction (howsoever embodied) of any court of
competent jurisdiction or otherwise, both as to actions in such person's
official capacity and as to actions in another capacity while holding such
office. The provisions of this Article X shall not be deemed to preclude any
person being indemnified who is not specified in this Article X but with respect
to which the Corporation has the power or obligation to indemnify under the
provisions of the laws of the State of Colorado or otherwise.
D. INSURANCE
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, fiduciary or agent of the
Corporation, or who, while a director, officer, employee, fiduciary or agent of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic corporation or of any partnership, joint venture, trust,
other enterprise or employee benefit plan against any liability asserted against
or incurred by such person in any such capacity or arising out of such persons'
status as such, whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of the laws of the State
of Colorado or otherwise.
-4-
Any such insurance may be procured from any insurance company designated by the
Board of Directors of the Corporation, whether such insurance company is formed
under the laws of the State of Colorado or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the Corporation
has equity or any other interest, through stock ownership or otherwise.
E. SURVIVAL
The indemnification and the advancement of expenses provided by, or granted
pursuant to, this Article X shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee, fiduciary or agent of the Corporation and shall inure to the benefit
of the heirs, executors and administrators of such a person. No amendment of
this Article X shall affect any right of any director, officer, employee,
fiduciary, agent or other person based on any event or proceeding occurring
prior to such amendment.
F. MEANING AT "CORPORATION" FOR PURPOSE OF ARTICLE X
For purposes of this Article X, reference to "the Corporation" shall
include, in addition to any resulting or surviving corporation of the
Corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had the power and authority to indemnify its
directors, officers, employees, fiduciaries or agents, so that any person who is
or was a director, officer, employee, fiduciary or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee, fiduciary or agent of another corporation,
partnership, trust, joint venture, syndicate or other enterprise, shall stand in
the same position under the provisions of this Article X with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.
G. ELIMINATION OF PERSONAL LIABILITY OF DIRECTORS
To the fullest extent permitted by the laws of the State of Colorado, as
the same now exists or may hereafter be amended, no director of the Corporation
shall be liable to the Corporation or to its shareholders for monetary damages
for breach of fiduciary duty as a director.
ARTICLE XI
To the fullest extent permitted by the laws of the State of Colorado, as
the same now exists or may hereafter be amended, no contract or transaction
between the Corporation and one or more of its directors, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for that
reason or solely because the director or officer was present at or participated
in the meeting of the board or committee thereof which authorized, approved, or
ratified the contract or transaction or solely because such person's or their
votes were counted for such purpose.
-5-
ARTICLE XII
The Corporation's principal place of business in the State of Colorado
shall be 67 Inverness Drive East, Suite 100, Englewood, Colorado 80112, or such
other address as the Board of Directors may designate. The address of the
Corporation's registered office shall be 67 Inverness Drive East, Suite 100,
Englewood, Colorado 80112, and the name of the Corporation's registered agent at
such address is John Giannaula.
ARTICLE XIII
The Board of Directors shall have the power to formulate and adopt the
Bylaws of the Corporation and from time to time amend, alter, repeal or
supplement any provision of such Bylaws as it deems proper for the
administration and regulation of the affairs of the Corporation.
ARTICLE XIV
The right is reserved to the Board of Directors from time to time to amend,
alter, repeal or supplement any provisions of these Articles of Incorporation in
any manner now or hereafter prescribed or permitted by the laws of the State of
Colorado, and the rights of the shareholders of the Corporation shall be subject
to the right reserved to the Board of Directors pursuant to this Article XIV.
-6-
Mail to: Secretary of State For office use only 008
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
Fax (303) 894-2242
Please Include a typed
self-addressed envelope
MUST BE TYPED
FILING FEE: $60.00
MUST SUBMIT TWO COPIES
DPO 19871709574
RESTATED ARTICLES OF
INCORPORATION WITH AMENDMENTS
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following amended and restated Articles of
Incorporation. These articles correctly set forth the provisions of the Articles
of Incorporation, as amended, and supersede the original Articles of
Incorporation and all amendments thereto.
FIRST: The name of the corporation is T-NETIX Management Corporation
SECOND: The following amended and restated Articles of Incorporation were
adopted in the manner marked with an "X" below:
The amended and restated Articles of Incorporation were adopted by the
- ----- board of directors where no shares have been issued, or no shareholder
action required.
X The amended and restated Articles of Incorporation were adopted by a
- ----- vote of the shareholders. The number of shares voted for the amended and
restated Articles of Incorporation was sufficient for approval.
The amended and restated Articles of Incorporation were adopted by the
- ----- incorporators where no shares have been issued or directors elected,
or no shareholder action required.
THIRD: The name of the corporation as amended is SpeakEZ, Inc.
ATTACH A COPY OF YOUR AMENDED AND RESTATED ARTICLES OF
INCORPORATION
SPEAKEZ, INC.
Signature /s/ Thomas J. Huzjak
------------------------------
Title: Thomas J. Huzjak, President
/s/ Illegible
----------------------------------------
Revised 7/95
_____________________
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SPEAKEZ, INC.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Amended and Restated Articles of
Incorporation. The following correctly set forth the provisions of the Articles
of Incorporation, as amended, and supersede the original Articles of
Incorporation and all amendments thereto. The Amended and Restated Articles of
Incorporation were adopted on December 29, 1997, by vote of the sole
shareholder. The number of shares voted for the Amended and Restated Articles of
Incorporation was sufficient for approval.
ARTICLE I
These Amended and Restated Articles of Incorporation shall be effective as
of the date of filing.
ARTICLE II
The name of the corporation shall be SpeakEZ, Inc. (the "Corporation").
ARTICLE III
The Corporation shall have perpetual existence.
ARTICLE IV
The nature of the business, the object of and the purpose for which the
Corporation is created is to engage in the transaction of all lawful business
for which corporations may be incorporated under and pursuant to the laws of the
State of Colorado.
ARTICLE V
The Corporation shall have and may exercise all of the rights, powers and
privileges now or hereafter conferred upon corporations organized under and
pursuant to the laws of the State of Colorado including, but not limited to, the
power to enter into general partnerships, limited partnerships (whether the
Corporation be a limited or general partner), joint ventures, syndicated pools,
associations and other arrangements for carrying on one or more of the purposes
set forth in Article IV hereof, jointly or in common with others. In addition,
the Corporation may do everything necessary, suitable or proper for the
accomplishment of its corporate purposes.
ARTICLE VI
A. AUTHORIZED SHARES
The aggregate number of shares of capital stock which the Corporation shall
have authority to issue is 1,000,000 shares of common stock, each with no par
value and 1,000,000 shares of preferred stock, each with no par value. The
consideration for the issuance of shares of stock of the Corporation may be paid
in whole or in part in money, in other property, tangible or intangible, or in
labor or services actually performed for the Corporation. All shares of stock of
the Corporation when issued shall be fully paid and nonassessable.
B. COMMON STOCK
(a) After the requirements with respect to preferential dividends on the
preferred stock, if any, shall have been met, and after the Corporation shall
have compiled with all the requirements, if any, with respect to the setting
aside of sums as sinking funds or redemption or purchase accounts, then, and not
otherwise, the holders of the common stock shall be entitled to receive such
dividends as may be declared from time to time by the Board of Directors.
(b) After distribution in full of the preferential amount, if any, to be
distributed to the holders of the preferred stock in the event of voluntary or
involuntary liquidation, distribution or sale of assets, dissolution, or
winding-up of the Corporation, the holders of the common stock shall be entitled
to receive all of the remaining assets of the Corporation, tangible and
intangible, of whatever kind available for distribution to shareholders, ratably
in proportion to the number of shares of the common stock held by them
respectively.
(c) Except as may otherwise be required by law, each holder of the common
stock shall have one vote in respect of each share of the common stock held by
such holder on all matters voted upon by the shareholder.
C PREFERRED STOCK
Shares of Preferred Stock may be divided into such series as may be
established, from time to time, by the Board of Directors. The Board of
Directors, from time to time, may fix and determine the relative rights and
preferences of the shares of any series so established.
D. TRANSFER RESTRICTIONS
The Corporation shall have the right, by appropriate action, to impose
restrictions upon the transfer of any shares of stock from time to time issued,
or any interest therein; provided, however, that any such restrictions, or
notice of the substance thereof, shall be set forth upon the face or back of the
certificates representing such shares of stock.
-2-
E. PREEMPTIVE RIGHTS
The owners of shares of stock of the Corporation shall not be entitled as a
right to purchase or subscribe for any unissued or treasury shares of the
Corporation of any class or series, or any additional shares of the Corporation
of any class or series to be issued by reason of any increase in the authorized
shares of the Corporation of any class or series, or any bonds, certificates of
indebtedness, debentures or other securities, rights, warrants or options
convertible into shares of the Corporation of any class or series.
F. MAJORITY VOTE
In any and every action where the vote or concurrence of greater than a
majority of shareholders is required, to the fullest extent permitted by the
laws of the State of Colorado, as the same now exists or may hereafter be
amended, such requirement shall be reduced to the vote or concurrence of a
majority of the shareholders.
ARTICLE VII
The private property of the shareholders of the Corporation shall not be
subject to the payment of the debts, liabilities or obligations of the
Corporation.
ARTICLE VIII
The business and affairs of the Corporation shall be managed by a Board of
Directors which shall exercise all the powers of the Corporation except as
otherwise provided in the Bylaws, these Articles of Incorporation or by the laws
of the State of Colorado. The number of directors of the Corporation shall be no
fewer than three; provided, however, that if all outstanding shares of stock of
the Corporation entitled to vote in the election of directors of the Corporation
are held of record by fewer than three shareholders, there need be only as many
directors as there are shareholders of record. Subject to such limitation, the
number of directors shall be fixed by resolution of the Board of Directors and
may be increased or decreased by resolution of the Board of Directors, but no
decrease shall have the effect of shortening the term of any incumbent director.
At such time, if any, when the Board of Directors consists of six or more
members, in lieu of electing the whole number of directors annually, the Board
of Directors may by appropriate resolution divide the directors into either two
or three classes, each class to be as nearly equal in number as possible, the
term of office of directors of the first class to expire at the first annual
meeting of shareholders after their election, that of the second class to expire
at the second annual meeting after their election, and that of the third class,
if any, to expire at the third annual meeting after their election. At each
annual meeting after such classification, the number of directors equal to the
number of the class whose term expires at the time of such meeting shall be
elected to hold office until the second succeeding annual meeting, if there are
two classes, or until the third succeeding annual meeting, if there are three
classes. No classification of directors shall be effective prior to the first
annual meeting of shareholders.
-3-
ARTICLE IX
Cumulative voting in the election of directors of the Corporation shall not
be allowed.
ARTICLE X
A. POWER TO INDEMNIFY
To the fullest extent permitted by the laws of the State of Colorado, as
the same now exists or may hereafter be amended, the Corporation shall indemnify
its directors and officers. Other employees, trustees and agents of the
Corporation may be indemnified by the Corporation upon such terms and
conditions, consistent with applicable law, as the Board of Directors deems
appropriate.
B. EXPENSES PAYABLE IN ADVANCE
To the fullest extent permitted by the laws of the State of Colorado, as
the same now exists or may hereafter be amended, the Corporation shall pay for
or reimburse the reasonable expenses of its directors and officers who are
parties to a proceeding that is or may be subject to indemnification under this
Article X in advance of the final disposition of such proceeding. Such expenses
incurred by other employees, trustees and agents may be so paid upon such terms
and conditions, consistent with applicable law, as the Board of Directors deems
appropriate.
C. NON-EXCLUSIVITY
The indemnification and the advancement of expenses provided by, or granted
pursuant to, this Article X shall not be deemed exclusive of any other rights to
which the person seeking such indemnification or advancement may be entitled
under any law, Bylaw, agreement, contract, vote of shareholders or Board of
Directors or pursuant to the direction (howsoever embodied) of any court of
competent jurisdiction or otherwise, both as to actions in such person's
official capacity and as to actions in another capacity while holding such
office. The provisions of this Article X shall not be deemed to preclude any
person being indemnified who is not specified in this Article X but with respect
to which the Corporation has the power or obligation to indemnify under the
provisions of the laws of the State of Colorado or otherwise.
D. INSURANCE
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, fiduciary or agent of the
Corporation, or who, while a director, officer, employee, fiduciary or agent of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic corporation or of any partnership, joint venture, trust,
other enterprise or employee benefit plan against any liability asserted against
or incurred by such person in any such capacity or arising out of such persons'
status as such, whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of the laws of the State
of Colorado or otherwise.
-4-
Any such insurance may be procured from any insurance company designated by the
Board of Directors of the Corporation, whether such insurance company is formed
under the laws of the State of Colorado or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the Corporation
has equity or any other interest, through stock ownership or otherwise.
E. SURVIVAL
The indemnification and the advancement of expenses provided by, or granted
pursuant to, this Article X shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee, fiduciary or agent of the Corporation and shall inure to the benefit
of the heirs, executors and administrators of such a person. No amendment of
this Article X shall affect any right of any director, officer, employee,
fiduciary, agent or other person based on any event or proceeding occurring
prior to such amendment.
F. MEANING OF "CORPORATION" FOR PURPOSES OF ARTICLE X
For purposes of this Article X, reference to "the Corporation" shall
include, in addition to any resulting or surviving corporation of the
Corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had the power and authority to indemnify its
directors, officers, employees, fiduciaries or agents, so that any person who is
or was a director, officer, employee, fiduciary or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee, fiduciary or agent of another corporation,
partnership, trust, joint venture, syndicate or other enterprise, shall stand in
the same position under the provisions of this Article X with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.
G. ELIMINATION OF PERSONAL LIABILITY OF DIRECTORS
To the fullest extent permitted by the laws of the State of Colorado, as
the same now exists or may hereafter be amended, no director of the Corporation
shall be liable to the Corporation or to its shareholders for monetary damages
for breach of fiduciary duty as a director.
ARTICLE XI
To the fullest extent permitted by the laws of the State of Colorado, as
the same now exists or may hereafter be amended, no contract or transaction
between the Corporation and one or more of its directors, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for that
reason or solely because the director or officer was present at or participated
in the meeting of the board or committee thereof which authorized, approved, or
ratified the contract or transaction or solely because such person's or their
votes were counted for such purpose.
-5-
ARTICLE XII
The Corporation's principal place of business in the State of Colorado
shall be 67 Inverness Drive East, Suite 100, Englewood, Colorado 80112, or such
other address as the Board of Directors may designate. The address of the
Corporation's registered office shall be 67 Inverness Drive East, Suite 100,
Englewood, Colorado 80112, and the name of the Corporation's registered agent at
such address is John Giannaula.
ARTICLE XIII
The Board of Directors shall have the power to formulate and adopt the
Bylaws of the Corporation and from time to time amend, alter, repeal or
supplement any provision of such Bylaws as it deems proper for the
administration and regulation of the affairs of the Corporation.
ARTICLE XIV
The right is reserved to the Board of Directors from time to time to amend,
alter, repeal or supplement any provisions of these Articles of Incorporation in
any manner now or hereafter prescribed or permitted by the laws of the State of
Colorado, and the rights of the shareholders of the Corporation shall be subject
to the right reserved to the Board of Directors pursuant to this Article XIV.
-6-