INFRASTRUCTURE INTERNATIONAL, INC.
Certificate of Designation, Preferences and Rights
of a Series of 100,000 Shares of Preferred Stock,
$.001 Par Value, Designated
"Series B Preferred Stock"
Infrastructure International, Inc., a Nevada Corporation (the
"Corporation"), by way of this Certificate of Designation, Preferences and
Rights (as it may hereafter be amended, modified or supplemented upon vote of
the Board of Directors of the Corporation and approval of all holders of Series
B Preferred Stock,) as such term is hereinafter defined (this "Certificate")
certifies that, pursuant to the authority expressly vested in the Board of
Directors by Article IV of the Corporation's Restated Articles of Incorporation,
and in accordance with the provisions of Section 78.195 of the Nevada Revised
Statutes, the Board of Directors of the Corporation has duly adopted the
following resolutions creating a series of its Preferred Stock designated as
Series B Preferred Stock:
RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation by the provisions of
Article IV of the Restated Articles of Incorporation of the Corporation,
this Board of Directors hereby creates a series of Preferred Stock, $.001
par value, and this Board of Directors hereby fixes the designation and the
voting power, preferences and rights, and the qualifications, limitations or
restrictions thereof, of the shares of such series (in addition to the
powers, preferences and rights, and the qualifications, limitations or
restrictions thereon, set forth in the Restated Articles of Incorporation,
as amended, which are applicable to all series of Preferred Stock of the
Corporation) as follows:
One hundred thousand (100,000) shares of Preferred Stock, par value
$.001 per share, of the Corporation are hereby constituted as a series of
Preferred Stock designated as Series B Preferred Stock (the "Series B
Preferred Stock") with the voting powers and the preferences and rights
hereinafter set forth:
SECTION 1. DIVIDENDS. The holders of shares of Series B Preferred Stock
shall be entitled to receive out of the assets of the Corporation legally
available for dividends such dividends in cash, stock or property as the board
of directors shall, in its discretion, declare from time to time.
SECTION 2. LIQUIDATION PREFERENCE. In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary
or involuntary, the holders of Series B Preferred Stock shall be entitled to be
paid first out of the assets of the Corporation available for distribution to
holders of the Corporation's capital stock of all classes an amount equal to
$.001 per share of Series B Preferred Stock, and no more, before any
distribution of assets. If the assets of the Corporation shall be insufficient
to permit the payment in full to the holders of the Series A Preferred Stock of
the amounts thus distributable, then the entire assets of the Corporation
available for such distribution shall be distributed ratably among the holders
of the Series B Preferred Stock in proportion to the full preferential amount
each such holder is otherwise entitled to receive.
SECTION 3. VOTING RIGHTS. The holders of the Series B Preferred Stock shall,
as a class, be entitled to such number of votes as shall constitute thirty
percent (30%) of the total eligible votes in all matters voted on by the
shareholders of the Corporation and shall be further entitled to such voting
rights as may be expressly required by law.
SECTION 4. RIGHTS OTHERWISE IDENTICAL. In all other respects, each share of
Series B Preferred Stock and the shares of all other series shall have identical
rights and privileges in every respect.
IN WITNESS WHEREOF, Infrastructure International, Inc. has caused this
Certificate to be duly executed and attested effective as of the 17th of
October, 1996.
(REGISTRANT) INFRASTRUCTURE INTERNATIONAL, INC.
BY (SIGNATURE) /s/ Scott Crawford
(NAME AND TITLE) Scott Crawford, President
(DATE) October 17, 1996
ATTEST:
BY (SIGNATURE) /s/ Karen Pollino
(NAME AND TITLE) Karen Pollino, Secretary
(DATE) October 17, 1996
STATE OF UTAH (
)
COUNTY OF SLC (
I, ROBYN SYDDALL, a Notary Public, do hereby certify that on this 17th day
of October, 1996, personally appeared before me Scott Crawford, who, being by me
first duly sworn declared that he is the President of INFRASTRUCTURE
INTERNATIONAL, INC., that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true and correct.
/s/ Robyn Syddall
Robyn Syddall
- -----------------------------------------
Notary Public in and for the
State of Utah
Printed Name of Notary Public: Robyn Syddall
My Commission Expires: May 10, 2000
STATE OF UTAH (
)
COUNTY OF SLC (
I, ROBYN SYDDALL, a Notary Public, do hereby certify that on this 17th day
of October 1996, personally appeared before me Karen Polino who, being by me
first duly sworn declared that she is the Secretary of INFRASTRUCTURE
INTERNATIONAL, INC., that she signed the foregoing document as Secretary of the
corporation, and that the statements therein contained are true and correct.
/s/ Robyn Syddall
Robyn Syddall
- -----------------------------------------
Notary Public in and for the
State of Utah
Printed Name of Notary Public: Robyn Syddall
My Commission Expires: May 10, 2000