ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
INTERNATIONAL LEISURE ENTERPRISES INCORPORATED
Pursuant to the provisions of A.R.S. 10-061, the undersigned
corporation adopts the attached amendment to its Articles of Incorporation.
FIRST: The name of the corporation is INTERNATIONAL LEISURE ENTERPRISES
INCORPORATED.
SECOND: The document attached hereto as Exhibit "A" sets forth the amendment to
the Articles of Incorporation which was adopted by the shareholders of
the corporation.
THIRD: The aforesaid amendment was adopted by the shareholders of the
corporation on October 14, 1987, in the manner prescribed by the
Arizona Business Corporation Act.
FOURTH: The number of shares of the corporation outstanding at the time of such
adoption and entitled to vote thereon was:
Class or Series Number of Shares
--------------- ----------------
Common 8,208,522
The number of shares of a class or series entitled to vote on the aforesaid
amendments was:
Class or Series Number of Shares
--------------- ----------------
Common 1,791,478
FIFTH: The number of shares voted for and against such amendments,
respectively, was:
For: 1,351,479
Against: 0
and the number of shares of Common Stock entitled to vote as a class or series
for and against such amendments, respectively, was:
For: 1,791,478
Against: 0
DATED: 10/19/87
---------------------- INTERNATIONAL LEISURE
ENTERPRISES INCORPORATED
By RONALD D. NITZBERG
----------------------------
Ronald D. Nitzberg,
President
By NANCY J. STONE
----------------------------
Nancy J. Stone,
Secretary
STATE OF ARIZONA
County of Maricopa
The foregoing instrument was acknowledged before me this 19th day of
October, 1987, by Ronald D. Nitzberg, President of International Leisure
Enterprises Incorporated, an Arizona corporation.
E. SUSAN SPINK
---------------
Notary Public
My Commission Expires:
January 24, 1988
---------------------
STATE OF ARIZONA
County of Maricopa
The foregoing instrument was acknowledged before me this 19th day of
October, 1987, by Nancy J. Stone, Secretary of International Leisure Enterprises
Incorporated, an Arizona corporation.
E. SUSAN SPINK
---------------
Notary Public
My Commission Expires:
January 24, 1988
---------------------
EXHIBIT A
RESOLVED, that Article 13 of the Articles of Incorporation of the Corporation is
hereby amended to read as follows:
Indemnification of Directors and Officers
Scope of Indemnification
(a) The Corporation shall indemnify directors and officers of the
Corporation to the fullest extent permitted by Arizona law, as currently in
effect, except for A.R.S. 10-005 (F), against any liability incurred in
connection with any proceeding in which the director and/or officer may be
involved as a party or otherwise, by reason of the fact that such person is or
was acting on behalf of the Corporation except where such indemnification is
expressly prohibited by applicable law.
(b) If a director or officer is entitled to indemnification with
respect to a portion, but not all, of any liabilities to which such person may
be subject, the Corporation shall indemnify such person to the maximum extent
for such portion of the liabilities.
(c) The termination of a proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the director or officer is not entitled to
indemnification.
(d) For purposes of this Article:
(1) "liability" means any damage, judgment, amount paid in
settlement, fine, penalty, punitive damages, excise tax assessed with respect to
an employee benefit plan, or cost or expense of any nature (including, without
limitation, attorneys' fees and disbursements); and
(2) "proceeding" means any threatened, pending or completed
action, suit, appeal or the proceeding of any nature, whether civil, criminal,
administrative or investigative, whether formal or informal, and whether brought
by or in the right of the Corporation, a class of its security holders or
otherwise.
Proceedings Initiated by Officers or Directors.
Notwithstanding any other provision of this Article, the Corporation shall not
indemnify a director or officer for any liability incurred in a proceeding
initiated (which shall not be deemed to include counterclaims or affirmative
defenses) or participated in as an intervenor or amicus curiae by the person
seeking indemnification unless such initiation of or participation in the
proceeding is authorized, either before or after its commencement, by the
affirmative vote of a majority of the directors in office.
Advancing Expenses.
The Corporation shall pay the expenses (including attorneys' fees and
disbursements) incurred in good faith by an officer or director in advance of
the final disposition of a proceeding upon receipt of an undertaking by or on
behalf of the officer or director to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
pursuant to this Article. The financial ability of an officer or director to
repay an advance shall not be a prerequisite to the making of such advance.
Payment of Indemnification.
A director or officer shall be entitled to indemnification within 30 days after
a written request for indemnification has been delivered to the Secretary of the
Corporation.
Contract Rights; Amendment or Repeal.
All rights under this Article shall be deemed a contract between the Corporation
and the officer or director pursuant to which the Corporation and each officer
or director intend to be legally bound. Any repeal, amendment or modification
hereof shall be prospective only as to conduct of an officer or director
occurring thereafter, and shall not affect any rights or obligations then
existing.
Scope of Article.
The indemnification and advancement of expenses provided by or granted pursuant
to this Article shall continue as to a person who has ceased to be an officer or
director in respect of matters arising prior to such time, and shall inure to
the benefit of the heirs, executors, administrators and personal representatives
of such person.