Exhibit 3.2
1903757
ENDORSED - FILED
In the Office of the Secretary
of State
of the State of California
SEP 0 3 1996
BILL JONES, Secretary of State
ARTICLES OF INCORPORATION
OF
ADVANTAGE SYSTEMS, INC.
FIRST: The name of this corporation is
ADVANTAGE SYSTEMS, INC.
SECOND: 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.
THIRD: The name and address in the State of California of this
corporation's initial agent for service of process is Keith Avinger, 1001 S.
Saratoga-Sunnyvale Rd., San Jose, CA 95129
FOURTH: This corporation is authorized to issue only one class of
shares of stock; and the total number of such shares which the corporation is
authorized to issue is 100,000 shares.
FIFTH: The liability of the directors of the corporation for monetary
damages
1
shall be eliminated to the fullest extent permissible under California law.
SIXTH: 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 stockholders through bylaw provisions or through
agreements with agents, 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.
I declare that I am the person who executed the above Articles of
Incorporation, and that this instrument is any act and deed.
/s/ Steven Mehlman
-----------------------------
Incorporator, Steven Mehlman
2
A498575
E N D 0 R S E D
F I L E D
In the office Of the Secretary of State
of the State of California
OCT 10 1997
BILL JONES, Secretary of State
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
ADVANTAGE SYSTEMS, INC.
The undersigned certify that:
1. They are the president and the secretary respectively, of ADVANTAGE SYSTEMS,
INC., a California Corporation.
2. Article FOURTH of the Articles of Incorporation of this corporation is
amended to read as follows:
"FOURTH This corporation is authorized to issue only one class of
shares of stock; and the total number of shares which the corporation
is authorized to issue is 10,000,000 shares."
3. The foregoing amendment of the Articles of Incorporation has been duly
approved by the board of directors.
4. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902,
California Corporations Code. The total number of outstanding shares of the
corporation is 90,000. 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.
Date: September 30, 1997
/s/ Keith Avinger
--------------------------
Keith Avinger, President
/s/ Kenney Noel
--------------------------
Kenney Noel, Secretary
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
ADVANTAGE SYSTEMS, INC.
The undersigned certify that:
1. They are the president and the secretary, respectively, of ADVANTAGE SYSTEMS,
INC., California Corporation.
2. Article FOURTH of the Articles of Incorporation of this corporation is
amended to read as follows:
"FOURTH This corporation is authorized to issue only one class of
shares of stock; and the total number of shares which the corporation
is authorized to issue is 10,000,000 shares."
3. The foregoing amendment of the Articles of Incorporation has been duly
approved by the board of directors.
4. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902,
California Corporations Code. The total number of outstanding shares of the
corporation is 90,000. 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.
Date: September 19 , 1997
/s/ Keith Avinger
--------------------------
Keith Avinger, President
--------------------------
Kenney Noel, Secretary