ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
FIELDS AIRCRAFT SPARES, INC.
Pursuant to provisions of the Utah Revised Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST
The name of the corporation is Fields Aircraft Spares, Inc.
SECOND
The following amendment to the Articles of Incorporation was
duly consented to and adopted by the shareholders of the corporation on August
7, 1997, at the annual meeting of the shareholders, duly held in the manner
prescribed by the Utah Revised Business Corporation Act.
THIRD
Of the 1,877,131 shares of common stock of the corporation issued and
outstanding and entitles to vote, 1,593,164 were present at the meeting either
in person or by proxy. Of the 1,593,164 shares present and entitled to vote on
all matters to come before the meeting, 904,288 voted in favor of and 680,074
voted against adoption of the following amendment to Article IV and 1,407,416
voted in favor of and 110,659 voted against adoption of the following amendment
to Article VIII. The number of votes cast for such amendments was sufficient for
approval by the holders of the corporation's common shares.
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FOURTH
The first sentence of Article IV is amended to read as follows:
"Authorized Shares. The total number of shares of stock that
the Corporation shall have authority to issue is 5,000,000
Common Shares, par value $0.5 per share, and 50,000 Preferred
Shares, $0.001 par value per share."
FIFTH
Article VIII of the Articles of Incorporation shall be amended by
adding the following as the second paragraph:
"The directors shall be divided into three classes,
designated Class I, Class II, and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the
total number of directors constituting the entire Board of
Directors. The term of the initial Class I directors shall
terminate on the date of the 1998 annual meeting of
shareholders; the term of the initial Class II directors shall
terminate on the date of the 1999 annual meeting of
shareholders; and the term of the initial Class III directors
shall terminate on the date of the 2000 annual meeting of
shareholders. At each annual meeting of shareholders beginning
in 1998, successors to the class of directors whose term
expires at that annual meeting shall be elected for a
three-year term. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so
as to maintain the number of directors in each class as nearly
equal as possible, but in no case will a decrease in the
number of directors shorten the term of any incumbent
director. A director shall hold office until the annual
meeting for the year in which his or her term expires and
until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation or removal from
office. Any vacancy on the Board of Directors that results
from an increase in the number of directors may be filled by a
majority of the Board of Directors then in office, provided
that a quorum is present, and any other vacancy occurring in
the Board of Directors may be filled by a majority of the
directors then in office, even if less than a quorum, or by a
sole remaining director. Any director of any class elected to
fill a vacancy resulting from an increase in such class shall
hold office for a term that shall coincide with the remaining
term of that class. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall
have the same remaining term as his or her predecessor."
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DATED this 8th day of August, 1997.
FIELDS AIRCRAFT SPARES, INC.
By: /s/ Alan Fields
----------------------
Alan Fields, President
By: /s/ Lawrence J. Troyna
------------------------
Lawrence J. Troyna, Secretary
NOTE: Execution of this document constitutes an acknowledgement under
penalties of perjury that this document constitutes the act and deed of
the entity on behalf of which the document is executed and that the
facts stated herein are true.
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