ARTICLES OF INCORPORATION
OF
CONSUMER NET MARKETPLACE
ONE: The name of this corporation is CONSUMER NET MARKETPLACE.
TWO: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
THREE: The name and address in the State of California of this
corporation's initial agent for service of process is: ROBERT E. SUTTLE,
Attorney at Law, 7355 Topanga Canyon Boulevard, Suite 201, Canoga Park,
California 91303.
FOUR: This corporation is authorized to issue only one class of shares
of stock, and the total number of shares which this corporation is authorized to
issue is Twenty Million (20,000,000)
DATED: May 6, 1996
Signed by Robert E. Suttle, Incorporator
I declare that I am the person who executed the above Articles of
Incorporation and such Instrument is by may act and deed.
Signed by Robert E. Suttle
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CONSUMER NET MARKETPLACE
Fredrick J. Rice and Vickie McLoughlin certify that:
1. They are the president and the secretary, respectively, of Consumer Net
Marketplace.
2. The articles of incorporation of this corporation are amended and
restated to read in full as follows:
FIRST: The name of this corporation is CONSUMER NET MARKETPLACE, INC.
SECOND: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a professional permitted to be incorporated by the California
Corporations Code.
THIRD: The aggregate number of shares which the corporation shall have
authority to issue is twenty-one million (21,000,000), of which twenty million
(20,000,000) shares shall be Class A common stock, no par value, and one million
(1,000.000) shares shall be Class B common stock, $.001 par value.
The Board of Directors is authorized, subject to limitations prescribed by
law and the provisions of this Article THIRD, to provide for the issuance of the
shares of Class B common stock in series by filing a certificate pursuant to the
applicable law of the State of California, to establish from time-to-time the
number of shares to be included in each such series and to fix the designation,
powers, and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof.
The authority of the Board of Directors with respect to each such series of
Class B common stock shall include, but not be limited to, determination of the
following:
a. The number of shares constituting that series and the distinctive
designation of that series.
b. Whether that series shall have voting rights, in addition to the voting
rights provided by law, and if so, the terms of such voting rights.
c. Whether that series shall have conversion rights and if so, the terms
and conditions of such conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors shall determine.
d. Any other relative rights, preferences and limitations of that series.
FOURTH: The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law. This corporation is also authorized, to the fullest extent permissible
under California law, to indemnify its agents (as defined in Section 317 of the
California Corporations Code), whether by bylaw, agreement or otherwise, for
breach of duty to this corporation and its shareholders in excess of that
expressly permitted by Section 317 and to advance defense expenses to its agents
in connection with such matters as they are incurred, subject to the limits on
such excess indemnification set forth in Section 204 of the California
Corporations Code. If, after the effective date of this Article, California law
is amended in a manner which permits a corporation to limit the monetary or
other liability of its directors or to authorize indemnification of, or
advancement of such defense expenses to, its directors or other persons, in any
such case to a greater extent than is permitted on such effective date, the
references in this Article to "California law" shall to that extent be deemed to
refer to California law as so amended.
3. The foregoing Amended and Restated Articles of Incorporation have been
duly approved by the Board of Directors.
4. The foregoing Amended and Restated Articles of Incorporation have been
duly approved by the required vote of shareholders in accordance with Section
902 of the California Corporations Code. The total number of outstanding shares
of the corporation is 5,075,000. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated 8/20/97 signed by Fredrick J. Rice, President
Dated 8/20/97 signed by Vickie McLoughlin, Secretary
CONSUMER NET MARKETPLACE
August 22, 1997
Internal Revenue Service Center
Fresno, CA 93888
Dear Sir or Madam:
Revocation of "S" Election by Consumer Net Marketplace, Inc.
I.D. No 95-4580601
Please accept this letter as the statement of Consumer Net Marketplace Inc. the
consent of its current shareholders (as required by Regulations Sections
1.1362-2(a) and 1.1362-6(a)(3)) to revoke the election made under IRC Section
1362(a) that was filed on July 19, 1996. In support of this statement, please be
advised that:
(1) 5,000,000 shares of Consumer Net Marketplace, Inc. common stock
are issued and outstanding at date hereof;
(2) This revocation will be effective for the corporation's short
taxable year commencing September 1, 1997;
(3) Fredrick J. Rice, 575 Fairfield Road, Simi Valley, California,
T.I.N. 383-707958. Tax year ending December 31, currently holds
5,000,000 shares of the common stock and consents to this
revocation;
Signed by Fredrick J. Rice as both President and Shareholder
1919 WILLIAMS STREET, SUITE 220, SIMI VALLEY, CA 93065