RESTATED ARTICLES OF INCORPORATION
OF
MULTI-LINK HOLDINGS, INC.
which is changing its name to
MULTI-LINK TELECOMMUNICATIONS, INC.
Pursuant to Section 7-110-107 of the Colorado Business Corporation Act
("Act"), Multi-Link Holdings, Inc., a Colorado corporation (the "Corporation"),
hereby amends and restates the Articles of Incorporation of the Corporation as
follows:
These Articles of Restatement to the Articles of Incorporation of the
Corporation (these "Restated Articles") (i) correctly set forth the provisions
of the Articles of Incorporation of the Corporation; (ii) change the name of the
Corporation; (iii) authorize preferred stock and increase authorized shares;
(iv) were proposed and recommended for shareholder approval by the Board of
Directors of the Corporation pursuant to the unanimous written consent of the
Board of Directors of the Corporation in lieu of meeting dated as of May 1,
1998; (v) were approved by the shareholders of the Corporation pursuant to the
unanimous written consent of the shareholders of the Corporation in lieu of
meeting dated as of May 1, 1998; the Corporation has only one shareholder voting
group and the number of votes cast for the approval of these Restated Articles
was sufficient for approval of such Restated Articles; and (vi) supersede all
Articles of Incorporation of the Corporation, any amendments thereto and
restatements thereof, as filed with the Secretary of State of Colorado.
Article I
NAME
The name of the Corporation is Multi-Link Telecommunications, Inc.
Article II
SHARES AND VOTING
A. General. The aggregate number of shares of all classes of stock which
the Corporation shall have authority to issue is 25,000,000 shares, of which
20,000,000 shares shall be classified as common stock, no par value per share
("Common Stock"), and 5,000,000 shares shall be classified as preferred stock,
$0.01 per share ("Preferred Stock"). The Common Stock and Preferred Stock shall
each constitute a separate class of shares. Cumulative voting shall not be
permitted in the election of directors or otherwise by any class of shares of
the Corporation.
B. Common Stock. Each holder of Common Stock entitled to vote shall have
one vote for each share of Common Stock standing in his name on the books of the
Corporation. The holders 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 be established in accordance
with the Act. Subject to the prior rights of holders of Preferred Stock of the
Corporation then issued and outstanding, if any, the holders of Common Stock
shall be entitled to receive the net assets of the Corporation upon dissolution.
C. Preferred Stock. Shares of Preferred Stock may be issued from time to
time in one or more series as the Board of Directors may determine, without
shareholder approval, as hereinafter provided. The Board of Directors is hereby
authorized, by resolution or resolutions, to provide from time to time, out of
the unissued shares of Preferred Stock not then allocated to any series of
Preferred Stock, for a series of Preferred Stock. Before any shares of any such
series of Preferred Stock are issued, the Board of Directors shall (i) fix and
determine, and is hereby expressly empowered to fix and determine, by
resolution, or resolutions, the designations, powers, preferences, relative
participating, optional, and other special rights, qualifications, limitations,
and restrictions, of the shares of such series and (ii) make such filings and
recordings with respect thereto as required by the Act. Each series of Preferred
Stock shall be given a distinguishing designation.
The Board of Directors is expressly authorized to vary the provisions
relating to the foregoing matters between the various series of Preferred Stock.
All shares of Preferred Stock of any one series shall be identical in all
respects with all shares of such series, except that shares of any one series
issued at different times may differ as to the dates from which dividends
thereon shall be payable and, if cumulative, shall cumulate.
Unless otherwise provided in the resolution, or resolutions, of the Board
of Directors providing for the issuance thereof, the number of authorized shares
of any series of Preferred Stock may be increased or decreased (but not below
the number of shares thereof then outstanding) by resolution, or resolutions, by
the Board of Directors and appropriate filing and recording to the extent
required by the Act. In case the number of shares of any such series of
Preferred Stock shall be decreased, the shares representing such decrease shall,
unless otherwise provided in the resolution, or resolutions, of the Board of
Directors providing for the issuance thereof, resume the status of authorized
but unissued shares of Preferred Stock, undesignated as to series, and may be
reissued as part of such series or as part of any other series of Preferred
Stock.
Unless otherwise provided in the resolution, or resolutions, of the Board
of Directors providing for the issuance thereof, shares of any series of
Preferred Stock that shall be issued and thereafter acquired by the Corporation
through purchase, redemption (whether through the operation of a sinking fund or
otherwise), conversion, exchange, or otherwise shall have the status of
authorized and unissued shares of Preferred Stock, undesignated as to series,
and may be reissued as part of such series or as part of any other series of
Preferred Stock.
Article III
REGISTERED AGENT AND OFFICE
The street address of the registered office of the Corporation is 811
Lincoln Street, Fifth Floor, Denver, Colorado 80203. The name of the registered
agent of the Corporation at such address is Nigel V. Alexander.
Article IV
PRINCIPAL OFFICE
The address of the principal office of the Corporation is 811 Lincoln
Street, Fifth Floor, Denver, Colorado 80203.
Article V
MANAGEMENT
The following provisions relate to the management of the business and 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.
-2-
A. Indemnification. The Corporation shall indemnify, to the maximum extent
permitted by law, any person who is or was a director or officer of the
Corporation, and may indemnify any other person, against any claim, liability or
expense arising against or incurred by such person made party to a proceeding
because he is or was a director, officer, agent, fiduciary or employee of the
Corporation or because he 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, advance expenses to persons indemnified by the Corporation, and
provide indemnification to any person by general or specific action of the board
of directors, the bylaws of the Corporation, contract or otherwise.
B. Limitation on Director's Liability. No director of the Corporation shall
have any personal liability to the Corporation or its shareholders for monetary
damages for breach of his fiduciary duty as a director, except that this
provision shall not eliminate or limit the personal liability of a director to
the Corporation or to its shareholders for monetary damages for: (i) any breach
of the director's duty of loyalty to the Corporation or to 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
which, after giving effect to the distribution, would result in (a) the
Corporation not being able to pay its debts as they become due, or (b) the
Corporation's total assets being less than the sum of its total liabilities plus
amounts needed to satisfy preferential rights upon dissolution of the
Corporation, but only if it is established that the director did not perform his
duties in good faith, with the care of an ordinary prudent person in a like
position under similar circumstances, and in a manner he believed to be in the
best interests of the Corporation, 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 this
paragraph; or (iv) any transaction from which the director directly or
indirectly derives an improper personal benefit. If the Act is hereafter amended
or superseded and such amendment or superseding statute eliminates or limits
further, or allows the Corporation to eliminate or limit further, the liability
of a director, then in addition to the elimination and limitation of liability
provided by the preceding sentence, the liability of each director shall be
eliminated or limited to the fullest extent permitted by the Act, as so amended,
or such superseding statute. 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 may have for contribution from any other director or other person.
IN WITNESS WHEREOF, the Corporation has caused these Restated Articles to
be signed by its Managing Director on May 18, 1998.
/s/ Nigel V. Alexander
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Nigel V. Alexander,
Managing Director