ARTICLES OF INCORPORATION
AS AMENDED
OF
LOGIO, INC.
The undersigned, natural person of eighteen years or more of age, acting
as incorporator of a Corporation (the "Corporation") under the Nevada Revised
Statutes, adopts the following Articles of Incorporation for the Corporation:
ARTICLE I
NAME OF CORPORATION
The name of the Corporation is Logio, Inc.
ARTICLE II
The aggregate number of shares which this Corporation shall have the
authority to issue is 60,000,000 shares of Common Stock, $.001 par value per
share, all of such common shares shall have the same rights and preferences
and shall be nonassessable, and 50,000 shares of Preferred Stock. $.01 par
value per share the preferred stock to be issued in such series with such
rights, preferences and designations as determined by the Corporation's board
of directors. The board of directors of the corporation shall have complete
authority to prescribe, the classes, series and number of each class or series
of preferred stock and the voting powers, designations, preferences,
limitations, restrictions and relative rights of each class or series of the
preferred stock.
The Corporation is authorized to issue 60,000,000 shares of common stock,
par value $.001 per share.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation is 2995 El Camino
Road, Las Vegas, Nevada 89146 and the name of its initial registered agent at
such address is Dennis Evans.
ARTICLE IV
INCORPORATOR
The name and address of the incorporator is:
NAME ADDRESS
Anita Patterson 824 5th Avenue, Apartment A
Salt Lake City, Utah 84103
ARTICLE V
DIRECTORS
The members of the governing board of the Corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the bylaws of the
Corporation, provided that the number of directors shall not be reduced to
less than one (1). The name and address of the board of directors, which
shall be three in number, are as follows:
Kenneth W. Bell 180 South 300 West, Suite 400
Salt Lake City, Utah 84101
James Johnston 180 South 300 West, Suite 400
Salt Lake City, Utah 84101
M. Daniel Lunt 180 South 300 West, Suite 400
Salt Lake City, Utah 84101
ARTICLE VI
GENERAL
A. The board of directors shall have the power and authority to make
and alter, or amend, the bylaws, to fix the amount in cash or otherwise, to be
reserved as working capital, and to authorize and cause to be executed the
mortgages liens upon the property and franchises of the Corporation.
B. The board of directors shall, from time to time, determine whether,
and to what extent, and at which times and places, and under what conditions
and regulations, the accounts and books of this Corporation, or any of them,
shall be open to the inspection of the stockholders; and no stockholder shall
have the right to inspect any account, book or document of this Corporation
except as conferred by the Statutes of Nevada, or authorized by the directors
or any resolution of the stockholders.
C. No sale, conveyance, transfer, exchange or other disposition of all
or substantially all of the property and assets of this Corporation shall be
made unless approved by the vote or written consent of the stockholders
entitled to exercise two-thirds (2/3) of the voting power of the Corporation.
D. The stockholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the Corporation outside
of the State of Nevada, and at such place as may from time to time be
designated by the bylaws or by resolution of the board of directors or
stockholders, except as otherwise required by the laws of the State of Nevada.
E. The Corporation shall indemnify each present and future officer and
director of the Corporation and each person who serves at the request of the
Corporation as an officer or director of the Corporation, whether or not such
person is also an officer or director of the Corporation, against all costs,
expenses and liabilities, including the amounts of judgments, amounts paid in
compromise settlements and amounts paid for services of counsel and other
related expenses, which may be incurred by or imposed on him in connection
with any claim, action, suit, proceeding, investigation or inquiry hereafter
made, instituted or threatened in which he may be involved as a party or
otherwise by reason of any past or future action taken or authorized and
approved by him or any omission to act as such officer or director, at the
time of the incurring or imposition of such costs, expenses, or liabilities,
except such costs, expenses or liabilities as shall relate to matters as to
which he shall in such action, suit or proceeding, be finally adjudged to be
liable by reason of his negligence or willful misconduct toward the
Corporation or such other Corporation in the performance of his duties as such
officer or director, as to whether or not a director or officer was liable by
reason of his negligence or willful misconduct toward the Corporation or such
other Corporation in the performance of his duties as such officer or
director, in the absence of such final adjudication of the existence of such
liability, the board of directors and each officer and director may
conclusively rely upon an opinion of legal counsel selected by or in the
manner designed by the board of directors. The foregoing right of
indemnification shall not be exclusive of other rights to which any such
officer or director may be entitled as a matter of law or otherwise, and shall
inure to the benefit of the heirs, executors, administrators and assigns of
each officer or director.