AMENDMENT TO ARTICLES OF INCORPORATION AS FILED WITH THE
COLORADO SECRETARY OF STATE.
AMENDMENT TO
THE
ARTICLES OF INCORPORATION
OF
BOEING RUN INC.
The undersigned, who are all the directors of the corporation, who are
all more than eighteen years of age, do hereby approve the amendment to the
Articles of Incorporation pursuant to the Statutes of Colorado and adopts the
following Articles of Incorporation as amended herein:
FIRST: (AMENDED) The name of the corporation has changed to Cayenne
Entertainment, Inc.
SECOND: The corporation shall have perpetual existence.
THIRD: (a)Purposes. The nature, objects and purposes of the business to be
transacted shall be to transact all lawful business for which corporations may
be incorporated pursuant to the Colorado Business Corporation Act.
(b) Powers. In furtherance of the foregoing purposes, the
corporation shall have and may exercise all of the rights, powers and
privileges now or thereafter conferred upon corporations organized under the
laws of Colorado. In addition, it may do everything necessary, suitable or
proper for the accomplishment of any of its corporation purposes.
FOURTH:(a) (AMENDED)The aggregate number of shares which the corporation
shall have authority to issue is 50,000,000 shares of common stock having no
par value per share. The shares of this class of common stock shall have
unlimited voting rights and shall constitute the sole voting group of the
corporation, except to the extent any additional voting group or groups may
hereafter e established in accordance with the Colorado Business Corporation
Act.
(b)The corporation may also issue up to 5,000,000 shares of
non-voting preferred stock having no par value. The preferred stock of the
corporation shall be issued in one or more series as may be determined from
time to time by the Board of Directors. In establishing a series the Board of
Directors shall give to it a distinctive designation so as to distinguish it
from the shares of all other series and classes, shall fix the number of
shares in such series, and the preferences, rights and restrictions thereof.
All shares in a series shall be alike. Each series may vary in the following
respects: (1) the rate of the dividend; (2) the price at the terms and
conditions on which shares shall be redeemed; (3) the amount payable upon
shares in the event of involuntary liquidation; (4) the amount payable upon
shares in the event of voluntary liquidation; (5) sinking fund provisions for
the redemption of shares; (6) the terms and conditions on which shares may be
converted if the shares of any series are issued with the privilege of
conversion; and (7) voting powers.
(c)(AMENDED) Each shareholder of record shall have one vote for
each share of stock outstanding in his/her name on the books of the
corporation and entitled to vote. Cumulative voting shall not e permitted in
the election of directors or otherwise.
(d)At all meetings of shareholders, a majority of the shares of
a voting group entitled to vote at such meeting, represented in person or by
proxy, shall constitute a quorum of that voting group.
(e)Shareholders of the corporation shall have preemptive rights
to subscribe for any additional unissued or treasury shares of stock or for
other securities of any class, or for rights, warrants or options to purchase
stock, or for scrip, or for securities of any kind convertible into stock or
carrying stock purchase warrants or privileges.
FIFTH: (AMENDED) The number of directors of the corporation shall be fixed by
the bylaws. Based upon the acquisition of the Company the Board of Directors
shall consist of four members. The name and address of the current Board of
Directors is as follows:
Gordon LeBlanc, Jr. James B. Pugh
5527 East Camelback Road 1333 W. Guadelupe Road, Suite 521
Phoenix, Arizona 85018 Gilbert, Arizona 85233-3014
Garth Jax Nelson Larkin
6244 East Calle Camelia 1707 Division Street, Suite 100
Scottsdale, Arizona 85251 Nashville, Tennessee 37203
SIXTH: (AMENDED) The address of the registered office of the corporation is
1700 Lincoln Street, Suite 1800, Denver, Colorado 80203. The name of the
registered agent at such address is Roger V. Davidson. The corporation may
conduct part or all of its business in any other part of Colorado, of the
United States or of the world. It may hold, purchase, mortgage, lease and
covey real and personal property in an of such places.
SEVENTH: (AMENDED) The address of the principal office of the corporation is
5527 E, Camelback Road, Phoenix, Arizona 85018.
EIGHTH:The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same
are in furtherance of and not in limitation or exclusion of the powers
conferred by law.
(a)Conflicting Interest Transactions. As used in this
paragraph, "conflicting interest transactions" means any of the following: (i)
a loan or other assistance by the corporation to a director of the corporation
or to an entity in which a director of the corporation is a director or
officer or has a financial interest; (ii) a guaranty by the corporation of an
obligation of a director of the corporation or of an obligation of an entity
in which a director of the corporation is a director or officer or has a
financial interest; (iii) a contract or transaction between the corporation
and a director of the corporation or between the corporation and an entity in
which a director of the corporation is a director or officer or has a
financial interest. No conflicting interest transaction shall be void or
voidable, be enjoined, be set aside or give rise to an award of damages or
other sanctions in a proceeding by a shareholder or by or in the right of the
corporation, solely because the conflicting interest transaction involves a
director of the corporation or an entity in which a director of the
corporation is a director or officer or has a financial interest, or solely
because the director is present at or participates in the meeting of the
corporation's Board of Directors or of the committee of the Board of Directors
which authorizes, approves or ratifies a conflicting interest transaction, or
solely because the director's vote is counted for such purpose if: (A) the
material facts as to the director's relationship or interest and as to the
conflicting interest transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes, approves or ratifies the conflicting interest transaction
by the affirmative vote of a majority of the disinterested directors, even
though the disinterested directors are less than a quorum; or (B) the material
facts as to the director's relationship or interest and as to the conflicting
interest transaction are disclosed or are known to the shareholders entitled
to vote thereon, and the conflicting interest transaction is specifically
authorized, approved or ratified in good faith by a vote of the shareholders;
or (C) a conflicting interest transaction is fair as to the corporation as of
the time it is authorized, approved or ratified by the Board of Directors, a
committee thereof or the shareholders. Common or interested directors may e
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes, approves or ratifies the
conflicting interest transaction.
(b)Loans and Guaranties for the Benefit of Directors. Neither
the Board of Directors nor any committee shall authorize a loan by the
corporation to a director of the corporation or to an entity in which a
director of the corporation is a director or officer or has a financial
interest, or a guaranty by the corporation of an obligation of a director of
the corporation or of an obligation of an entity in which a director of the
corporation is a director or officer or has a financial interest, until at
least ten days after written notice of the proposed authorization of the loan
or guaranty has been given to the shareholders who would be entitled to vote
thereon if the issue of the loan or guaranty were submitted to a vote of the
shareholders. The requirements of this paragraph (b) are in addition to, and
not in substitution for, the provisions of paragraph (a) of Article EIGHTH.
(c)Indemnification. The corporation shall indemnify, to the
maximum extent permitted by law, any person who is or was a director, officer,
agent, fiduciary or employee of the corporation against any claim, liability
or expense arising against or incurred by such person made party to a
proceeding because he/she is or was a director, officer, agent, fiduciary or
employee of the corporation or because he/she is or was serving another entity
as a director, officer, partner, trustee, employee, fiduciary or agent at the
corporation's request. The corporation shall further have the authority to the
maximum extent permitted by law to purchase and maintain insurance providing
such indemnification.
(d)Limitation on Director's Liability. No director of this
corporation shall have any personal liability for monetary damages to the
corporation or its shareholders for breach of his/her fiduciary duty as a
director, except that this provision shall not eliminate or limit the personal
liability of a director to the corporation or its shareholders for monetary
damages for: (i) breach of the director's duty of loyalty to the corporation
or its shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) voting for or
assenting to a distribution in violation of Colorado Revised Statues Section
7-106-401 or these Articles of Incorporation if it is established that the
director did not perform his/her duties in compliance with Colorado Revised
Statues Section 7-108-401, provided that the personal liability of a director
in this circumstance shall be limited to the amount of the distribution which
exceeds what could have been distributed without violation of Colorado Revised
Statues Section 7-106-401 or these Articles of Incorporation; or (iv) any
transaction from which the director directly or indirectly derives an improper
personal benefit. Nothing contained herein will be construed to deprive any
director of his right to all defenses ordinarily available to a director nor
will anything herein be construed to deprive any director of any right he/she
may have for contribution from any other director or other person.
(e)Negation of Equitable Interests in Shares or Rights. Unless
a person is recognized as a shareholder through procedures established by the
corporation pursuant to Colorado Revised Statues Section 7-107-204 or any
similar law, the corporation shall be entitled to treat the registered holder
of any shares of the corporation as the owner thereof for all purposes
permitted by the Colorado Business Act including without limitation all rights
deriving from such shares, and the corporation shall not be bound to recognize
any equitable or other claim to or interest in such shares or rights deriving
from such shares on the part of any other person, including without limitation
a purchaser, assignee or transferee of such shares, unless and until such
other person becomes the registered holder of such shares or is recognized as
such, whether or not the corporation shall have either actual or constructive
notice of the claimed interest of such other person. By way of example and not
of limitation, until such other person has become the registered holder of
such shares or is recognized pursuant to Colorado Revised Statues Section
7-107-204 or any similar applicable law he shall not be entitled: (i) to
receive notice of the meetings of the shareholders; (ii) to vote at such
meetings; (iii) to examine a list of the shareholders; (iv) to be paid
dividends or other rights deriving from such shares against the corporation.
Nothing contained herein will be construed to deprive any beneficial
shareholder, as defined in Colorado Revised Statues Section 7-113-101(1), of
any right he/she may have pursuant to Article 113 of the Colorado Business
Corporation Act or any subsequent law.
NINTH: The name and address of the original incorporator is:
Cheryl L. Jett
1700 Lincoln St., Suite 1800
Denver, CO 80203
DATED the 25th day of April, 2001.
/s/ Gordon LeBlanc, Jr. /s/ Jim B. Pugh
Gordon LeBlanc, Jr. Chairman of the Board Jim B. Pugh - Director & Secretary
/s/ Garth Jax /s/ Nelson Larkin
Garth Jax - Director Nelson Larkin - Director