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<br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br />AR=ICLE J <br />PURPOSE <br /> <br />The purpose of the Corporation is to engaqe in any lawful <br />ac~ 0: activity for ~hich ==rpora~ions may be organized under the <br />Colorado Corporation Code. <br /> <br />ARTICLE 4 <br />COMMON STOCK, S=ATED CAPITAL A.~D PREEXPTIVE RIGHTS <br /> <br />4.01 Co~~on S~ock. The total nur~er of shares of <br />capital stock author:zed for the Corporation is 1,000 shares, and <br />all such shares are ccrn~on stock and have a par value of <br />$1.00 each (referred to as ~cor~cn Stock~). Each share of Common <br />Stock held of record as of the record date of any ~eetinq shall be <br />entitled to one vote on each ~atter subolcted to a vote of the <br />shareholders. I=~ediately prior to the Effective Date (as such <br />term is defined in Article 9 below), each then authorized share of <br />the capital stOCK of the Corporation, ~hether issued and <br />outstanding or held i~ ~=easury, ~as cancelled and retired <br />pursuant to the Plan o~ Reorganization (as such term is defined in <br />Article 9 below). No consideration was paid or delivered with <br />respect ~o the cancellation and retirement of such shares ot <br />stock. <br /> <br />4.02 S~a~ed Cani~al. The stated capital of the <br />Corporation is $1,000. Immediately prior to the Effective Date, <br />the acount of the stated capital of the Corporation was increased <br />fro~ $10 to $1,000 in connection with the transactions <br />contemplated by t~e plan of Reorganization. <br /> <br />4.03 ?reemotive Riahts. No shareholder shall have any <br />preemptive or similar right to acquire or SUbscribe for any <br />additional unissued or treasury shares of Cc~on Steck, or other <br />securities of any class, or rights, warrants or options to <br />purchase Common StOCK or scrip, or securities of any kind <br />convertible into Co~~on Stock or carrying Common Stock purchase <br />warrants or privileges. <br /> <br />ARTICLE 5 <br />DIRECTORS <br /> <br />5.01 ~urnbe~ of Directors. The board of <br />direc~ors of ~he Corporation (:he ~Board") shall consist of <br />one or ~ore me~ers, but in no ir.stance shall there be fe~er <br />direc~ors (WDirectcrs") ~han ~he ~ini~u~ required by the <br />Colorado Corpora"ion Cede. T~e nu~er of Directors shall be <br />~ixed in the canr.er provided in :~e bylaws of the Corporation. <br /> <br />5.02 Election of Directors. The holders of <br />Co~on Steck shall elect t~e Directors by majority Vote. Each <br />share of CO~on Stock held of record as at the date of such <br /> <br />-2- <br />