Exhibit 3.1
ARTICLES OF INCORPORATION
OF
ROEX, INC.
I.
The name of this corporation is ROEX, INC.
II.
The purpose of this corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III.
The name and address in the State of California of this corporation's initial
agent for service of process is: William M. McCarty, 3067 Fifth Avenue, San
Diego, CA 92103.
IV.
This corporation is authorized to issue only one class of shares of stock; and
the total number of shares which this corporation is authorized to issue is
25,000.
/s/ LEWIS E. LAUGHLIN
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Lewis E. Laughlin, Incorporator
1914138
ENDORSED-FILED
In the office of the Secretary of
State of the State of California
October 5, 1994
TONY MILLER, Acting Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Rodney H. Burreson and Derek Burreson certify that:
1. They are the president and secretary, respectively, of Roex Inc., a
California corporation.
2. Article IV of the articles of incorporation of this corporation is amended to
read as follows:
"IV
"The total number of shares which this corporation shall be authorized
to issue is: 55,000,000. Said shares shall be in two (2) classes to be
designated Common shares and Preferred shares. The total number of
Common shares authorized shall be 50,000,000, no par value per share;
and the total number of Preferred shares shall be 5,000,000 at $.01 par
value per share.
"The Preferred shares may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of
shares of any series of Preferred shares and to determine the
designation of any such series. The Board of Directors is also
authorized to determine or alter the rights, preferences, privileges,
and restrictions granted to or imposed upon any wholly unissued series
of Preferred shares and, within the limits and restrictions stated in
any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series then
outstanding) the number of shares of any such series subsequent to the
issue of shares of that series."
3. the foregoing amendment of articles of incorporation has been duly approved
by the board of directors.
4. The foregoing amendment of articles of incorporation has been duly
approved by the required vote of shareholders in accordance with
Section 902 of the Corporations Code. The total number of outstanding
shares of the corporation is 5,238,584. The number of shares voting in
favor of the amendment equaled or exceeded the vote required. The
percentage vote was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: September 22, 1999
/s/ RODNEY H. BURRESON
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Rodney H. Burreson, President
/s/ DEREK BURRESON
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Derek Burreson, Secretary