STATE OF ARIZONA
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
INTERNATIONAL LEISURE ENTERPRISES INCORPORATED
Pursuant to the provisions of Section 10-061, Arizona Revised Statutes,
the undersigned Arizona corporation adopts the attached Amendments 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 amendments
to the Articles of Incorporation which was adopted by the shareholders
of the corporation on April 18, 1990, in the manner prescribed by the
applicable Arizona Revised Statutes.
THIRD: The number of shares of the corporation outstanding at the time of such
adoption was 3,916,166; and the number of shares entitled to vote
thereon was 2,571,157.
FOURTH: The designation and number of outstanding shares of each class or
series entitled to vote thereon as a class or series were as follows:
Class or Series Number of Shares
--------------- ----------------
Common 2,571,157
FIFTH: The number of shares of each class or series entitled to vote thereon
as a class or series voted for or against such amendment, respectively,
was:
Class or Series Number of Shares For Number of Shares Against
--------------- -------------------- ------------------------
Common 2,571,157 None
SIXTH: The amendment does not provide for an exchange, reclassification or
cancellation of any issued shares.
SEVENTH: The amount of stated capital is not affected by the amendments.
DATED: 5/2/90
-----------------------
INTERNATIONAL LEISURE
ENTERPRISES INCORPORATED,
An Arizona corporation
By NANCY J. STONE
------------------------
Nancy J. Stone
President
By JUDY L. SCHMUCKER
-------------------------
Judy L. Schmucker
Secretary
STATE OF ARIZONA
County of Maricopa
The foregoing instrument was acknowledged before me this 2nd day of
May, 1990, by Nancy J. Stone, the President of International Leisure Enterprises
Incorporated, an Arizona corporation, on behalf of the corporation.
SUSAN MALONE
---------------
Notary Public
FORMERLY KNOWN AS E. SUSAN SPINK
My Commission Expires:
January 24, 1992
----------------------
STATE OF ARIZONA
County of Maricopa
The foregoing instrument was acknowledged before me this 2nd day of
May, 1990, by Judy L. Schmucker, the Assistant Secretary of International
Leisure Enterprises Incorporated, an Arizona corporation, on behalf of the
corporation.
SUSAN MALONE
-------------
Notary Public
FORMERLY KNOWN AS E. SUSAN SPINK
My Commission Expires:
January 24, 1992
----------------------
AMENDMENT TO
ARTICLES OF INCORPORATION
OF
INTERNATIONAL LEISURE ENTERPRISES INCORPORATED
Section 4
The authorized capital stock of this Corporation shall be (1) forty million
($40,000,000) shares of common stock having no par value, and (2) ten million
($10,000,000) shares of preferred stock having a par value of Ten Dollars
($10.00) per shares.
Section 4.1
Preferred Stock
Of the shares of capital stock hereinbefore authorized, ten million
($10,000,000) shares having a par value of Ten Dollars ($10.00) per share shall
constitute Preferred Stock. The Preferred Stock may be issued, from time to
time, in one or more series, each of such series to have such designation and
such relative voting, dividend, liquidation, conversion and other rights,
preferences and limitations as are fixed by the Board of Directors from time to
time. Authority is hereby expressly vested in and granted to the Board of
Directors of this Corporation from time to time, subject to the provisions of
this Paragraph, to adopt a resolution or resolutions dividing the shares of
Preferred Stock into one or more series and, with respect to each such series,
fixing the following:
(a) The number of shares to constitute such series and the distinctive
designation thereof;
(b) The annual dividend rate on the shares of such series and the date or dates
from which dividends shall be accumulated as herein provided;
(c) The times when and the price at which shares of such series shall be
redeemable, the limitations and restrictions with respect to such
redemptions and the amount, if any, in addition to any accumulated
dividends thereon which the holders of shares of such series shall be
entitled to receive upon the redemption thereof, which amount may vary at
different redemption dates and may differ purchase, retirement or sinking
fund from the case of shares otherwise redeemed;
(d) The amount, if any, in addition to any accumulated dividends thereon which
the holders of shares of such series shall be entitled to receive upon the
liquidation, dissolution or winding-up of this Corporation, which amount
may vary depending on whether such liquidation, dissolution or winding-up
is voluntary or involuntary and, if voluntary may vary at different dates;
(e) Whether or not the shares of such series shall be subject to the operation
of a purchase, retirement or sinking fund and , if so, the extent to the
manner in which such purchase, retirement or sinking fund shall be applied
to the purchase or redemption of the shares of such series for retirement
or for other corporate purposes and the terms and provisions relative to
the operation of said fund or funds;
(f) Whether or not the shares of such series shall be convertible into shares
of stock of any other class or classes, or of any other series of Preferred
Stock or series of other class of shares, and if so convertible, the price
or prices, the rate or rates of conversion and the method, if any, of
adjusting the same;
(g) The limitations and restrictions, if any, to be effective while any shares
of such series are outstanding upon the payment of dividends or making of
other distributions on, and upon the purchase, redemption or other
acquisition by this Corporation or any subsidiary of this Corporation, of
the common Stock or any other class or series of stock of this Corporation
ranking on a parity with or junior to the shares of such series either as
to dividends or upon liquidation;
(h) The conditions or restrictions, if any, upon the creation of indebtedness
of this Corporation or of any subsidiary, or upon the issue of any
additional stock (including additional shares of such series or of any
other series or of any other class) ranking on a parity with or prior to
the shares of such series either as to dividends or upon liquidation;
(i) The regular and/or special voting powers, if any, of such series; and
(j) Such other preferences and relative, participating, optional or other
special rights, or qualifications, limitations or restrictions, as shall
not be inconsistent with these Articles or applicable law.
The Board of Directors also have authority to change the designation of shares,
or the relative rights, preferences and limitations of the shares and further,
the Board shall have authority to increase or decrease the number of shares of
any series previously determined by it, provided, however, that the number of
shares of any series shall not be decreased to a number less than that of the
shares of that series then outstanding.
No Preemptive Rights, Stock Options and Rights.
No stockholder of this Corporation shall have any preemptive or other similar
right or option with respect to shares of capital stock proposed to be offered
or issued by this Corporation. The Board of Directors shall have the authority
to create and issue rights and options entitling the holders thereof to purchase
from this Corporation shares of its capital stock. Any such rights or options
need not be offered or issued generally to stockholders of this Corporation and
may be offered or issued to such persons (including directors, officers and/or
employees of this Corporation and/or any affiliate) as the Board of Directors
deems appropriate.