Exhibit 3.1(c)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the corporation is Eagle Telecom International, Inc.
ARTICLE TWO
The following amendments and additions were adopted by the shareholders of
the corporation on August 8, 1996.
The amendment alters in full Article IV of the original Articles of
Incorporation to read as follows:
ARTICLE IV.
The total number of shares of stock which the Corporation shall have
authority to issue is 100,000,000 shares of common stock, par value $.001 per
share ("Common Stock"), and 5,000,000 shares of preferred stock, par value $.001
per share ("Preferred Stock").
Shares of Preferred Stock of the Corporation may be issued from time to
time in one or more classes or series, each of which class or series shall have
such distinctive designation or title as shall be determined by the Board of
Directors of the Corporation ("Board of Directors") prior to the issuance of any
shares thereof. Each such class or series of Preferred Stock shall have such
voting power, full or limited, or no voting powers, and such preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, shall be stated in such
resolution or resolutions providing for the issue of such class or series of
Preferred Stock as may be adopted from time to time by the Board of Directors
prior to the issuance of any shares thereof pursuant to the authority hereby
expressly vested in it, all in accordance with the laws of the State of Texas.
Subject to all of the rights of the Preferred Stock or any series thereof
described in appropriate articles of incorporation, the holders of the Common
Stock shall be entitled to receive, when, as, and if declared by the Board of
Directors, out of funds legally available therefore, the dividends payable in
cash, common stock, or otherwise.
The amendment alters in full Article VIII of the original Articles of
Incorporation to read as follows:
ARTICLE VIII
Preemptive rights shall not be permitted.
The amendment alters in full Article X of the original Articles of
Incorporation to read as follows:
ARTICLE X
No director of the Corporation shall be liable to the Corporation or its
shareholders or members for monetary damages for any act or omission in such
director's capacity as a director, except for (i) a breach of such director's
duty of loyalty to the Corporation or its shareholders or members; (ii) an act
or omission not in good faith that constitutes a breach of duty of the director
to the Corporation, or an act or omission that involves intentional misconduct
or a knowing violation of the law; (iii) a transaction from which a director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office; or (iv) an act or omission for
which the liability of a director is expressly provided by an applicable
statute.
The amendment alters in full Article XI of the original Articles of
Incorporation to read as follows:
ARTICLE XI
The Corporation shall indemnify all current and former directors and
officers of the Corporation to the fullest extent of the applicable law,
including, without limitation, Article 2.02-1 of the Texas Business Corporation
Act.
The amendment is an addition to the original Articles of Incorporation, and
the full text of the provision added reads as follows.
ARTICLE XII
Any action required by the Texas Business Corporation Act, as amended, to
be taken at any annual or special meeting of shareholders of the Corporation, or
any action which may be taken at any annual or special meeting of shareholders
of the Corporation, may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a
meeting at which the holders of all shares entitled to vote on the action were
present and voted.
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The amendment is an addition to the original Articles of Incorporation, and
the full text of the provision added reads as follows.
ARTICLE XIII.
Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by the Board of Directors or a committee
thereof, the Chairman of the Board, President, or by the holders of at least 30%
of all the shares entitled to vote at the proposed special meeting.
The amendment is an addition to the original Articles of Incorporation, and
the full text of the provision added reads as follows.
ARTICLE XIV.
Without necessity for action by its shareholders, the Corporation may
purchase, directly or indirectly, its own shares to the extent of the aggregate
of unrestricted capital surplus available therefor and unrestricted reduction
surplus available therefor.
The amendment is an addition to the original Articles of Incorporation, and
the full text of the provision added reads as follows.
ARTICLE XV.
Section a. The holders of at least a majority of the shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of the shareholders of the Corporation.
Section b. No contract or other transaction between the Corporation and one
or more of its directors, officers or security holders or between the
Corporation and another corporation, partnership, joint venture, trust or other
enterprise of which one or more of the Corporation's directors, officers or
security holders are security holders, members, officers, directors or employees
or in which they are otherwise interested, directly or indirectly, shall be
invalid solely because of such relationship or solely because such a director,
officer or security holder is present or participates in any meeting of the
Board of Directors or Committee thereof authorizing the contract or other
transaction or solely because his or their votes are counted for such purpose if
(a) the material facts as to his relationship or interest and as to the contract
or other transaction are known or disclosed to the Board of Directors or
committee thereof, and such board or committee in good faith authorizes the
contract or other transaction by the affirmative vote of a majority of the
disinterested directors even though the disinterested directors are less than a
quorum; or (b) the material facts as to his or their relationship or interest
and as to the contract or other transaction are known or disclosed to the
shareholders entitled to vote thereon, and the contract or other transaction is
approved in good faith by a vote of the shareholders; or (c) the contract or
other transaction is fair as to the Corporation as of the time the Corporation
enters into such contract or other transaction.
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ARTICLE THREE
Each statement made by these Amended Articles of Incorporation has been
effected in conformity with the provisions of the Texas Business Corporations
Act. These Articles of Amendment to the Articles of Incorporation were adopted
by the Shareholders of the corporation on July 31, 1996. In connection with
these Articles of Amendment, the Company is effecting a 10,000- for-one forward
split; accordingly, the current shareholders with own 4,500,000 shares of Common
Stock after the split is effected. The 450 shares currently outstanding will be
cancelled and new certificates will be issued reflecting 4,500,000 shares of
Common Stock to be outstanding. This will result in no change to the percentage
ownership in the Corporation by the current shareholders. Also, these Articles
of Amendment will reduce the par value from $1.00 per share to $.001 per share.
Accordingly, the stated capital of the Corporation will be increased from $450
to $4,500 with the balance of the consideration reflected in surplus.
ARTICLE FOUR
The number of shares of the Company outstanding at the time of the adoption
was 450 and the number of shares entitled to vote on the amendment was 450.
ARTICLE FIVE
The holders of all of the shares outstanding entitled to vote on the
amendment have signed a consent in writing adopting the amendment.
EAGLE TELECOM, INC.
By: /s/ H. Dean Cubley
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Name: H. Dean Cubley
Title: President
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STATE OF TEXAS }
COUNTY OF HARRIS }
Before me, a notary public, on this day personally appeared, H. Dean
Cubley, known to me to be the person whose name is subscribed to the foregoing
document and, being by me first duly sworn, declared that the statements therein
contained are true and correct.
Given under my hand and seal this 3rd day of Sept, 1996.
/s/ Billie B. Mize
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Notary Public, State of Texas
My commission expires:
10-30-99, 1996
(Seal)
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