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EXHIBIT 3.4
ARTICLES OF INCORPORATION
OF
CEX HOLDINGS, INC.
The undersigned who, if a natural person, is eighteen (18) years or
older, hereby forms a corporation, under and pursuant to the statutes of the
State of Colorado, and adopts the following Articles of Incorporation:
ARTICLE I
The name of the Corporation is CEX Holdings, Inc.
ARTICLE II
The Corporation shall have and may exercise all of the rights, powers and
privileges now or hereafter conferred upon corporations organized under the
laws of the State of Colorado. In addition, the Corporation may do everything
necessary, suitable or proper for the accomplishment of any of its corporate
purposes. The Corporation may conduct part or all of its business in any part
of Colorado, the United States or the world and may hold, purchase, mortgage,
lease and convey real and personal property in any of such places.
ARTICLE III
This Corporation shall have perpetual existence, which existence shall
commence upon the filing of these Articles of Incorporation with the Secretary
of State of the State of Colorado.
ARTICLE IV
A. The aggregate number of shares which the Corporation shall have
authority to issue is One Thousand (1,000) shares of common stock of one-tenth
of One Cent ($0.01) par value. 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 be established.
B. Each holder of Common Stock shall have one vote on all matters
submitted to shareholders for each share of Common Stock standing in the name
of such holder on the
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books of the Corporation and entitled to vote, except that in the election of
directors each holder of Common Stock shall be entitled to vote all of the
shareholder's votes for as many persons as there are directors to be elected.
In the election of directors, cumulative voting shall not be allowed. Except as
otherwise provided herein, and except as otherwise required by law, all shares
of capital stock of the Corporation entitled to vote shall vote as a single
class on all matters submitted to the shareholders.
C. Unless otherwise approved by a resolution of the Corporation's
board of directors, shareholders of the capital stock of the Corporation shall
not have the preemptive right to acquire unissued shares or securities
convertible into such shares or carrying a right to subscribe to or acquire
shares. Such provision shall apply to both shares outstanding and to newly
issued shares.
D. At all meetings of the shareholders, the holders of a majority
of the shares outstanding and entitled to vote shall constitute a quorum. If a
quorum is present, the affirmative vote of a majority of the shares represented
at the meeting and entitled to vote on the subject matter shall be the act of
the shareholders unless the vote of a greater number or voting by classes is
required by the Colorado Business Corporation Act or these Articles of
Incorporation.
ARTICLE V
A. The address of the initial registered office of the Corporation
is The Corporation Company (the "Registered Agent"). The address of the
Registered Agent is 1675 Broadway, Denver, CO 80202.
B. The name of the initial registered agent for the Corporation
at such address is The Corporation Company.
C. The address of the initial principal office of the Corporation
is 325 Interlocken Parkway, Broomfield, Colorado 80021.
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ARTICLE VI
A. The personal liability of a director to the Corporation or
its shareholders is limited to the fullest extent permitted by the Colorado
Business Corporation Act, as amended from time to time. Any limitations on
liability in effect prior to the date of these Articles of Incorporation shall
remain in full force and effect. Any repeal or modification of this Article
VII shall not adversely affect any right or protection of a director hereunder
existing at the time of such repeal or modification.
B. The Corporation shall indemnify all persons to the fullest
extent permitted by the Colorado Business Corporation Act, as amended from
time to time, subject to any expansion (but not limitation) of such
indemnification as may be set forth in the bylaws of the Corporation or any
shareholders' or directors' resolutions or by any indemnification or similar
agreement between the Company and any officer or director.
ARTICLE VII
The number of persons constituting the board of directors of the
Corporation shall be fixed by the bylaws of the Corporation. Directors need
not be residents of the State of Colorado or shareholders of the Corporation
and shall exercise all the powers conferred on the Corporation by these
Articles of Incorporation and by the laws of the State of Colorado.
ARTICLE VIII
The right is expressly reserved to amend, alter, change or repeal any
provision or provisions contained in these Articles of Incorporation or any
Article herein in any manner or respect now or hereafter permitted or provided
by the Colorado Business Corporation Act, and the rights of all officers,
directors and shareholders are expressly made subject to such reservation.
ARTICLE IX
The name and address of the incorporator of this Corporation is
Matthew R. Perkins, 1225 17th Street, Suite 2300, Denver, Colorado 80202.
Executed this 14th day of June, 1996
/s/ MATTHEW R. PERKINS
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Matthew R. Perkins
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The undersigned hereby consents to the appointment as the initial
registered agent for CEX Holdings, Inc.
/s/ MARCIA J. SUNAHARA
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The Corporation Company
Name: Marcia J. Sunahara
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