2005-10-05_GENERAL DOCUMENTS - C1989074

• Permit No: C1989074
• IBM Index Class Name: General Documents
• Doc Date: 10/5/2005
• Doc Name: AVS File
• Media Type: D
• Archive: No

afforded to capital stock by applicable law in the absence of any
express grant of rights or privileges in these Amended and Restated
Articles of Incorporation, including, but not limited to, the
following rights and privileges:
(i) distributions may be declared and paid or set
apart for payment upon the Common Stock out of any assets or
funds of the corporation legally available for the payment of
distributions;
(ii) the holders of Common Stock shall have the
right to vote for the election of directors and on all matters
requiring stockholder action, each share being entitle to one
vote; cumulative voting shall not be permitted in the election
of directors or otherwise; and
(iii) upon the voluntary or involuntary
liquidation, dissolution or winding up of the corporation, the
net assets of the corporation shall be distributed pro rata to
the holders of the Common Stock in accordance with their
respective rights and interests.
Unless otherwise ordered by a court of competent jurisdiction,
at all meetings of shareholders one-third of the shares of a voting
group entitled to vote at such meeting, represented in person or by
proxy, shall constitute a quorum of that voting group.
Except as may be modified by the board of directors pursuant
Section (a) of this Article THIRD, the corporation does not elect
to have preemptive rights.
FOURTH: The number of directors of the corporation shall be
fixed by the bylaws, or if the bylaws fail to fix such a number,
then by resolution adopted from time to time by the board of
directors, provided that the number of director(s) shall not be
more than seven nor less than three. The initial board of
directors need not be and is not addressed in these Amended and
Restated Articles of Incorporation.
FIFTH: The street address of the registered office of the
corporation is and continues to be 1720 Cary Avenue, Cheyenne,
Wyoming 82001. The name of the registered agent of the corporation
at such address is and continues to be CT Corporation System.
SIXTH: The following provisions are inserted for the
management of the business and for the conduct of the affairs of
the corporation, and the same are in furtherance of and not in
limitation or exclusion of the powers conferred by law.
(a) Conflicting Interest Transactions. As used in this
paragraph, "conflicting interest transaction" means any of the
following: (i) a loan or other assistance by the corporation to
a director of the corporation or to an entity in which a director
of the corporation is a director or officer or has a financial
interest; (ii) a guaranty by the corporation of an obligation of
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