ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
MULTI-LINK TELECOMMUNICATIONS, INC.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation ("Corporation") adopts the following Articles of
Amendment to its Restated Articles of Incorporation:
FIRST: The name of the Corporation is Multi-Link Telecommunications, Inc.
SECOND: Article V of the Restated Articles of Incorporation is amended by
adding thereto paragraph C that reads as follows:
C. Negation of Equitable Interests in Shares or Rights. Unless a
person is recognized as a shareholder through procedures established
by the Corporation pursuant to Section 7-107-204 of the Act 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 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 Section 7-107-204 of the
Act or any similar applicable law, such person 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 distributions payable to
shareholders; or (v) to own, enjoy and exercise any other rights
deriving from such shares against the Corporation. Nothing contained
herein will be construed to deprive any beneficial shareholder, as
defined in Section 7-113-101(1) of the Act, as amended from time to
time, of any right such beneficial shareholder may have pursuant to
Article 113 of the Act or any similar law subsequently enacted.
The Restated Articles of Incorporation are amended by adding thereto
Article VII that reads as follows:
ARTICLE VII
BOARD OF DIRECTORS
The corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed
under the direction of, a Board of Directors. The Board of Directors
shall consist of not less than one director, with the number of
directors of the Corporation specified in or fixed in accordance with
the bylaws of the Corporation and in accordance with this Article VII.
The Board of Directors shall be divided into three classes, each
class to be as nearly equal in number as possible. The terms of office
of directors of the first class are to expire at the first annual
meeting of shareholders after their election, the terms of the second
class are to expire at the second annual meeting after their election,
and the terms of the third class are to expire at the third annual
meeting after their election. Thereafter, each director shall serve
for a term ending on the date of the third annual meeting of
shareholders following the annual meeting at which such director was
elected. Notwithstanding anything contained herein to the contrary, in
the event that there are exactly two directors, then the Board of
Directors shall be divided into two classes, the term of office of the
director of the first class is to expire at the first annual meeting
of shareholders after his or her election and the term of the second
class is to expire at the second annual meeting after his or her
election. Thereafter, each director shall serve for a term ending on
the date of the second annual meeting of shareholders following the
annual meeting at which such director was elected. This divided Board
of Directors provision shall not be altered or repealed without the
affirmative vote of the holders of at least two-thirds of the shares
entitled to vote in the election of directors.
The unanimous vote of the Board of Directors or the affirmative
vote of the holders of not less than two-thirds of the votes entitled
to be cast by the holders of the shares entitled to vote in the
election of directors is required to change the size of the Board of
Directors. Directors may only be removed for cause by the affirmative
vote of holders of not less than two-thirds of the shares entitled to
vote in the election of directors. The provision regarding the votes
required to change the size of the Board of Directors and the
provision regarding the votes required to remove a director for cause
shall not be altered or repealed without the affirmative vote of the
holders of at least two-thirds of the shares entitled to vote in the
election of directors.
THIRD: Effective upon filing of these Articles of Amendment with the
Colorado Secretary of State, every five shares of the Corporation's no par value
Common Stock outstanding on such date ("Old Common Stock") shall automatically,
without any action on the part of the holder thereof or the Corporation, be
combined into and shall become three fully paid and non-assessable shares of no
par value Common Stock of the Corporation. Each holder of a certificate or
certificates representing Old Common Stock shall be entitled, upon surrender of
such certificate or certificates to the Corporation for cancellation, to receive
new certificates representing the number of fully paid and non-assessable shares
of the authorized Common Stock into which shares of Old Common Stock are hereby
split and combined as provided herein. No fractional shares of Common Stock or
scrip certificate therefor will be issued to the holders of shares of Common
Stock by reason of the foregoing three-for-five reverse stock split. Any
fractions resulting from the reverse stock split computation will be rounded up
to the next whole share. The total number of shares of Common Stock that the
Corporation shall have authority to issue shall remain 20,000,000 shares after
the reverse stock split.
FOURTH: These Articles of Amendment to the Restated Articles of
Incorporation 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 January
22, 1999. The Corporation has only one shareholder voting group and at a Special
Meeting of Shareholders held on February 2, 1999, the number of votes cast for
the amendments set forth herein by such voting group was sufficient for approval
of the amendments.
Dated: February 2, 1999.
MULTI-LINK TELECOMMUNICATIONS, INC.,
a Colorado corporation
By: /s/ Nigel V. Alexander
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Nigel V. Alexander, Managing Director
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