ARTICLES OF INCORPORATION
OF
CKB, SYSTEMS, INC.
FIRST: The name of the corporation is CKB, SYSTEMS, INC.
SECOND: The purposes of the corporation are:
(a) Primarily to engage in the specific business of the design of computer
systems.
(b) Generally to engage in the business of the design of computer base
systems, manufacture, construct, fabricate, buy, sell, import, export, and
otherwise deal in and with computers, computer components, computer systems and
related products; and to develop patent, copyright, or otherwise protect and
exploit new inventions, designs and systems in computer sciences.
(c) To engage in any business or transaction which the Board of Directors
of the corporation may from time to time authorize or approve, whether related
or unrelated to the business described in Paragraphs (a) and (b) above, or to
any other business then or theretofore transacted by the corporation.
(d) To act as principal, agent, joint venturer, partner, or in any other
capacity which may be authorized or approved by the Board of Directors of the
corporation.
(e) To transact business anywhere in the world.
(f) To have and exercise all rights and powers now or hereafter granted to
a corporation by law.
The foregoing statement of purposes shall be construed as a statement of
both purposes and powers, and the purposes and powers in each paragraph shall,
except where otherwise expressed, not be limited or restricted by reference to
or inference from the terms or provisions of any other paragraph, but shall be
regarded as independent purposes and powers.
THIRD: The principal office of the corporation for the transaction of
business is in Los Angeles County, California.
FOURTH: (a) The number of directors of the corporation is three
(3).
(b) The names and addresses of the persons appointed to act as
the first directors are:
LAWRENCE C. CALLAWAY
20525 Leadwell Street
Canoga Park, California
GLEN E. KELLY
2290 Farnworth Street
Camarillo, California
RENEE M. BETTENBURG
38850 Farwell Drive, #10-D
Fremont, California
FIFTH: The corporation is authorized to issue only one class of shares
having a total number of 75,000 shares. The par value of each share is $1.00 and
the aggregate par value of all shares is $75,000.
SIXTH: No distinction shall exist between the shares of the
corporation or the holders thereof.
IN WITNESS WHEREOF, the undersigned, who are the incorporators and the
above named first directors of this corporation, have executed these Articles of
Incorporation on January 18, 1974.
/s/ Lawrence C. Callaway
-------------------------------------
LAWRENCE C. CALLAWAY - Incorporator
/s/ Glen E. Kelly
-------------------------------------
GLEN E. KELLY - Incorporator
/s/ Renee M. Bettenburg
-------------------------------------
RENEE M. BETTENBURG - Incorporator
[Filed with the California Secretary of State on January 31, 1974.]
2
STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES )
On January 18, 1974, before me, FREEDA HENSON, a Notary Public in and for
said State, personally appeared LAWRENCE C. CALLAWAY, GLEN E. KELLY, and RENEE
M. BETTENBURG, known to me to be the persons whose names are subscribed to the
foregoing Articles of Incorporation, and acknowledged to me that they executed
the same.
WITNESS my hand and official seal.
/s/ Freeda Henson
-------------------------------------
FREEDA HENSON, Notary Public for the
State of California
My Commission Expires: June 27, 1976.
[SEAL]
3
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
CKB, SYSTEMS, INC.
a California corporation
The undersigned, LAWRENCE C. CALLAWAY and F. WARDE BRAND, JR., do
hereby certify:
1. That they are, respectively, the duly elected and acting President and
Secretary of CKB, SYSTEMS, INC., a California corporation, and constitute at
least two-thirds of the authorized number of directors of said corporation.
2. At a meeting of the Board of Directors of said corporation duly held at
100 Wilshire Boulevard, Santa Monica, California, on the 8th day of March, 1977,
the following resolution was duly adopted and approved by at least two-thirds of
the authorized number of directors of the corporation:
RESOLVED: that Article First of the Articles of Incorporation of
this corporation is hereby amended to read in full as follows:
"FIRST: The name of this corporation is COMPUDYNE, INC."
3. That all of the shareholders adopted and approved said amendment by
written consent of March 8, 1977. The wording of the amended article as set
forth in the shareholder's written consent is the same as that set forth in the
directors' resolution in Paragraph 2, of this Certificate.
4. The total number of shares of said corporation entitled to consent to
the adoption of such amendment is 300. The number of shares represented by said
written consent to said amendment is 300.
/s/ Lawrence C. Callaway
--------------------------------
LAWRENCE C. CALLAWAY
/s/ F. Warde Brand, Jr.
--------------------------------
F. WARDE BRAND, JR.
[Filed with the California Secretary of State on July 18, 1977.]
Each of the undersigned, declare, under penalty of perjury, that the
matters set forth in the foregoing Certificate are true of their own knowledge.
Executed at Santa Monica, California on July 6, 1977.
/s/ Lawrence C. Callaway
--------------------------------
LAWRENCE C. CALLAWAY
/s/ F. Warde Brand, Jr.
--------------------------------
F. WARDE BRAND, JR.
2
CERTIFICATE OF OWNERSHIP
Lawrence C. Callaway and Charanjit S. Lohara certify that:
1. They are the President and Treasurer, respectively, of Compudyne, Inc.,
a California corporation.
2. This corporation owns all of the outstanding shares of Statewide
Communications Systems Incorporated, a California corporation.
3. The Board of Directors of this corporation duly adopted the following
resolution:
"RESOLVED, that this corporation merge Statewide Communications
Systems Incorporated, its wholly-owned subsidiary corporation, into itself
and assume all of its obligations pursuant to Section 1110 of the
California Corporations Code."
/s/ Lawrence C. Callaway
--------------------------------
Lawrence C. Callaway
/s/ Charanjit S. Lohara
--------------------------------
Charanjit S. Lohara
[Filed with the California Secretary of State on May 22, 1981.]
The undersigned declare under penalty of perjury that the matters set
forth in the foregoing Certificate are true of their own knowledge. Executed
at Woodland Hills, California on May 19, 1981.
/s/ Lawrence C. Callaway
--------------------------------
Lawrence C. Callaway
/s/ Charanjit S. Lohara
--------------------------------
Charanjit S. Lohara
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Charan S. Lohara and Lawrence C. Callaway certify that:
1) They are the Chairman of the Board and Secretary, respectively, of
Compudyne, Inc., a California corporation.
2) Article FIRST of the Articles of Incorporation of this corporation is
amended to read as follows:
"The name of this corporation is Intelligent Communications
Networks, Inc."
3) Article SECOND of the Articles of Incorporation of this corporation is
amended to read as follows:
"The purpose of the 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."
4) Article FIFTH of the Articles of Incorporation of this corporation is
amended to read as follows:
"This corporation is authorized to issue only one class of shares
having a total number of ten million (10,000,000) shares. Upon the
amendment of this Article, each outstanding share is split into 83.854
shares.
This corporation elects to be governed by all of the provisions of
the General Corporation Law effective January 1, 1988 not otherwise
applicable to it under Chapter 23 thereof."
5) The foregoing amendments of Articles of Incorporation has been duly
approved by the Board of Directors.
6) The foregoing amendments of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of the corporation
is 12,205.
The number of shares voting in favor of the amendment equalled or exceeded the
vote required. The percentage vote required was more than 50%.
/s/ Charan S. Lohara
--------------------------------
Charan S. Lohara
Chairman of the Board
/s/ Lawrence C. Callaway
--------------------------------
Lawrence C. Callaway
Secretary
[Filed with the California Secretary of State on May 27, 1981.]
The undersigned declare under penalty of perjury that the matters set
forth in the foregoing certificate are true of their own knowledge.
Executed at Woodland Hills, California on May 22, 1981.
/s/ Charan S. Lohara
--------------------------------
Charan S. Lohara
/s/ Lawrence C. Callaway
--------------------------------
Lawrence C. Callaway
2
CERTIFICATION OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Charan S. Lohara and Lawrence C. Callaway certify that:
1. They are the President and the Secretary, respectively, of INTELLIGENT
COMMUNICATIONS NETWORKS, INC., a California corporation.
2. Article FIFTH of the Articles of Incorporation is amended to read as
follows:
"FIFTH: (a) This corporation is authorized to issue two classes of
shares: Common and Preferred. The number of Common shares which the
corporation is authorized to issue is twenty million (20,000,000)
and the number of Preferred shares which the corporation is
authorized to issue is one hundred thousand (100,000). Upon the
amendment of this article to read as herein set forth, each
outstanding share is converted into or reconstituted as one Common
share.
(b) The Preferred shares may be issued in any number of
series, as determined by the board of directors. The board may by
resolution fix the designation and number of shares of any such
series, and may determine, alter or revoke the rights, preferences
and privileges, and restrictions pertaining to any wholly unissued
series. The board may thereafter in the same manner increase or
decrease the number of shares of any such series (but not below the
number of shares of that series then outstanding)."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section
902 of the Corporations Code. The total number of outstanding shares of
the corporation is 7,081,774 shares of common stock. The percentage vote
required in favor of the amendment 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: January 29, 1986
/s/ Charan S. Lohara
--------------------------------
Charan S. Lohara, President
/s/ Lawrence C. Callaway
--------------------------------
Lawrence C. Callaway, Secretary
[Filed with the California Secretary of State on February 3, 1986.]
2
CERTIFICATION OF AMENDMENT
OF
INCOMNET, INC.
a California Corporation
Sam D. Schwartz and Stephen A. Caswell certify that:
1. They are duly elected and acting President and Assistant Secretary,
respectively, of said corporation.
2. The Articles of Incorporation of said corporation shall be amended as
follows:
Article FIFTH: (a) is revised and amended to read in its entirety as
follows:
"FIFTH: (a) The corporation is authorized to issue two classes of
shares: Common and Preferred. The number of Common shares which the
corporation is authorized to issue is 20,000,000 and the number of
Preferred shares which the corporation is authorized to issue is
100,000. Upon amendment of this Article FIFTH: (a), each two (2)
outstanding shares of Common is reverse split and converted into one
(1) share of Common. No fractional shares of Common will be issued
to shareholders in connection with such reverse split, but in lieu
thereof, the number of shares to be converted will be rounded up or
down to the nearest whole number, respectively. Further, upon
amendment of this Article FIFTH: (a) there shall be no effect upon
Preferred shares as there are none outstanding.
Article SEVENTH shall be added and shall read in its entirety as follows:
"SEVENTH": The liability of the directors of the Corporation for
monetary damages shall be eliminated to the fullest extent permissible under
California law."
Article EIGHTH shall be added and shall read in its entirety as follows:
"EIGHTH": The Corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Corporations Code) for breach of duty
to the Corporation and its shareholders through bylaw provisions, through
agreements with the agents, or both, or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the Corporations Code,
subject to the limits of such excess indemnification set forth in Section 204 of
the Corporations Code."
3. The Foregoing amendments of the Articles of Incorporation have been
duly approved by the Board of Directors.
4. The foregoing amendments were approved by the required vote of
shareholders in accordance with Section 902 of the California Corporations code.
The total number of outstanding shares entitled to vote with respect to the
amendments were 10,837,144. The favorable vote of a majority of such shares is
required to approve the amendments and the number of such shares voting in favor
of the amendments exceeded the required vote, and there are no preferred shares
outstanding.
We 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: May 24, 1989
/s/ Sam D. Schwartz
---------------------------------
Sam D. Schwartz, President
/s/ Stephen A. Caswell
---------------------------------
Stephen A. Caswell, Asst. Secy.
[Filed with the California Secretary of State on June 1, 1989.]
2
CERTIFICATE OF AMENDMENT
OF ARTICLE OF INCORPORATION OF
INTELLIGENT COMMUNICATIONS NETWORKS, INC.
CHARAN S. LOHARA and LAWRENCE C. CALLAWAY certify that:
1. They are the President and the Secretary of Intelligent
Communications Networks, Inc. a California corporation.
2. Article First of the Articles of Incorporation is amended to
read: "The name of this corporation is INCOMNET, Inc."
3. The amendment herein set forth has been duly approved by the
Board of Directors.
4. The amendment herein set forth has been duly approved by the
required vote of the shareholders in accordance with Section 902 of the
Corporations Code. The corporation has only one class of shares and the number
of outstanding shares is 7,703,519. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
for the approval of the amendment herein set forth was more than 50%.
/s/ Charan S. Lohara
--------------------------------
Charan S. Lohara, President
/s/ Lawrence C. Callaway
--------------------------------
Lawrence C. Callaway, Secretary
[Filed with the California Secretary of State on July 30, 1996.]
3
CHARAN S. LOHARA and LAWRENCE C. CALLAWAY declare under penalty of
perjury under the laws of the State of California that they have read the
foregoing certificate and know the contents thereof and that the same is true
of their own knowledge.
/s/ Charan S. Lohara
--------------------------------
Charan S. Lohara, President
/s/ Lawrence C. Callaway
--------------------------------
Lawrence C. Callaway, Secretary