Attachment Art. of Inc.

This document pretains to ROA-NEW-20160318-00002 for New Application on a Recognized Operating Authority filing.

IBFS_ROANEW2016031800002_1130375

                                         elaware ...
                                         The First State


             I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
       DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
       COPY® OF THE CBRTIFICATE OF AMENDMENT OF "UCN, INC.", CHANGING
       ITS; NAME FROM "UCN, ING." TO "INCONTACT, INC.", FILEBD IN THTIS
      :OFFRICE ON THE FOURTEENTH DAY OF OCTOBER, A.D. 2008, AT 9:55
       C‘CLOcK a.mM.
             A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED To THE
       NEW CASTLE COUNTY RECORDER OF DEEDS.
             aAND f Do HEREBY FPURTHER CERTIFPYTHAT THE EFPFPECTIVE DATE OF
       THE AFORESATD CERTIFICATE OFP AMENDMENT IS THE FIRST Dpay oFr
       JANUARY, A.D. 2009, AT 12:01 O"CLOCKa.M.




                                                           Harriet Smith—Windsor, Secretary of State
          3016691       8100                        AUTHENTICATION:            G908806

          081033557                                               PATE: 10—14—08
You may verify this certificate online
at corp.delaware.gov/authver. sh


                                                                                      State of Delaware
                                                                                     Seare     of State
                                                                                  Division of   Corporations
                                                                                Delivered 10 35 AM 10/14/2008
                                                                                  FEILED 09:55 AM 10/14/2008
                                                                                SRV 081033557 — 3016691 FILE

                            STATEOF DELAWARE
                       CERTIFICATE OF AMENDMENT OF
                 CERTIFICATE OF INCORPORATION OF UCN, INC.

       UEN, Inc., a corporation organized and existing under and by virtus of the Gencral
Corporation Law of the State of Delaware does hereby certify:

       FIRST: That by unanimous wriften consent of the Board of Directors of UCN, Inc,,
dated. August 21, 2008 and executed in accordance with Section 141(f} of the General
Corporstion Law of the State of Delaware, resolutions were duly adopted setting forth a
proposed amendment of the Certificate, of Incorporation of said. corporation, declarinig> said
amendment to be advisable:—andcalling a meeting of the stockholders of said corporation for
consideration thereof, Theresolutionsetting forth the propased amendment isas follows®

       RESOLYED: that the following proposed amendment (the "Amendment") to the,
       Certificate of Incorporation of the Corporation is hereby adopted and approved:

       Article | of the Certificate ofIncorporation be amended by deléting all of ArticleI and
       inserling thefollowing provision in lieu thereof:
                                          t do t spdokese ate se eieie se i k
                                                ARTICLEI
                                                    NAME

                            The name ofthe Corporation is inContact, Inc.

                                          d d i Ne ie e t the w itt c ie ie


       SECOND: That thereafter, pursuadt to résolation of its Board of Directors; a special
méeting: of the stockholders=ofsaid corporation was duly talled —and held tpon notice in
accordance with Séction 222 of the General Corporation Law of the State of Delaware at which
meeting the necessary number ofshares as required by stahite were voted in favor ofthe
amendment.

       THIRD: ‘That satd amendmentwas duly adapted in accordance with the provisions of
Section 242 of the General Corporation Lawofthe State of Delaware.,

       FOURTH= That said amendment shall be effective at 17:(01am, Eastem timé on January
1,2009.
       IN WITNESS WHEREOF, said corporation has caused this certificate to be signed the
13 day of October 2008.


                                                                     PAGE           1

                       The First State



    I, HARRIET SMITH WEINDSOR, SECRETARY OF STATE OF THE STATE OF

DELAWARE,   DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF "BUYERS UNITED,                            INC.",

CHANGING ITS NAME FROM "BUYERS UNITED, YINC'- " FO              "UCN,         INC.",

FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JUNE, A.D.                            2004, AT

4:25 O‘CLOCK P . M.                                                            |

    AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF

THE AFORESAID CERTIFICATE OF AMENDMENT IS THE FIFTEENTH DAY OF

JULY, A.D. 2004, AT 12:01 O"CLOCK A.M.




                                  @fifiififlAéfii %£;M);¢A/§%§QQ$L¢$A;
                                  Harriet Smith Windsor, Secratary of State

  3016691     8100                    AUTHENTICATION:                3411668

  040730408                                              DATE: 10—14—04


                                                                                                                  State of Delaware
                                                                                                                  Secretary of State
                                                                                                               Division of Corporations
                                                                                                             Delivered 04:35 PM 06/30/2004
                                                                                                               FILED 04:25 PM 06/30/2004
                                                                                                             SRV 040484656 — 3016691 FILE

                         CERTIFICATE OF AMENDMENT OF THE
                          CERTIFICATE OF INCORPORATION OF
                                 BUYERS UNITED, INC.

       Buyers United, Inc., a corporation organized and existing under the General Corporation

Law of the State of Delaware (the "Corporation"}, does hereby certify that:

       The amendment to the Corporation‘s Certificate of Incorporation set forth below was duly

adopted by resolutions approved by the Corporation‘s board of directors and stockholders in

accordance with the provisions of Section 242 of the General Corporation Law of the State of

Delaware. The amendment will be effective as of 12:01 am Eastern Time on July 15, 2004.

                                    Hfe ue sBie e se ie ie o oi si ie o Sle se o stt ie ie olie k


       The Certificate of Incorporation of the corporation is amended by striking Article T in its

entirety and replacing there for:

                                                       ARTICLE I
                                                        NAME

       The name of the Corporation is UCN, Inc.

                                    ts oo ole oi ie se ob oie ofe afe ie ols oi ie e oi se ofe ie ie oi ie



       IN WITNESS WHEREOF, Buyers United, Inc., has caused this Certificate to be signed

by its duly authorized officer this 29th day of June 2004.

                                                                                BUYERS UNITED, INC.


                                                                                By: /s/ Paul Jarman
                                                                                           Paul Jarman, President


                                                     PAGE   1


                        The First State


    I, HARRIET SMITH WINDSOR, SECRETARY OFP STATE OF THE STATE OF
DELAWARE, DO; HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

copy ‘OPr ‘THE CERTIFICATR OF AMENDMENT ow "BUYERSONLINE.COM,
INC.", CHANGING ITS NaAME FROM. "BUYERSONLINE.COM, INC:" To.
"BUYERS UNITED, INC:)", FILED IN THIS OFFICE ON THE FIRST DaY OF
NOVEMBER, A.D. 2001, AT 9 O‘CLOCK A.M.




 3016691        8100               "EIENTCATISN 4908003
  06039891:72                                  DATE: 04—28—06


     STATE OF DELAWARE
   SECRETARY OF STATE                                             &    &
DIVLSION: oF CORPORATIONG
FILED 09:00 AM 11/01/2001
   010549767 = 3016691




                                       CERTIFICATE OF AMENDMENT OF
                                    CERTIFICATE OF INCORPORATION OF
                                         BUYERSONTLINE.COM, INC,

                 BuyersOnling.com, Inc., a corporstion organized and. existing under the QGepneral

         Corporation Law of theState of Delaware (the "Corporation"), does hereby certify that:

                 The amendment: to the Corporation‘s Certificate cf‘jlncorporation‘setfl forth beélow was

         duly adopted by resolutions approved by the Corporation‘s Board of Directors and stockholders

         in accordance with the provisions of Section 242 of the General Corporation Law of the State of

         Delawere, The amendments will be effective as of 12:01 am Eastern Time:—on November 20,

         2001.

                 Atgendrnent No.. 1. The Certficate of Incorporation: of ths corporation is amended by

         striking Article I in it§ entirety and replacing there for:

                                                       ARTICLE 1
                                                         NAME
                 The namé ofthe Corporation is Buyers United, Inc.
                 Amendment No. 2. The Cenificate ofIncorporationof the corporation is:amended by

        sm‘kz’né Section 1 of Article IV in its entirety andreplacing there for:

                 1.      Shares, Classes and Serivs Authorized.

                         The total aumber ofshares ofall classesof capital stockthat the Cotporation shall
                 bave authonity to issue is 115,000,000 shates. Stockholders shall fot have any
                 preemptive rights,; nor shall stockholders have the fight to cumulative voting in the
                 clection of directors or for anyother purpose. The‘classes and the aggregate number of
                 shares of stock uf cach class that the Corporation: shall have authority to issue are as
                 follows:

                         {a)      100.000,000; sharee of Cormon Stock, £0.0001 par value: ("Common
                 Stock").

                         (b)      145,000,000 shares of Préfemed Stock, $0.0001 par value ("Préferred
                 Stock"):


       IN WTTNESS WHEREOF; BuyersOnline.com, Inc., has caused this Certificate to be

signedby its duly authorized officer this 3 1st dayof Octaber 2001.

                                             BUYERSONLINE.COM, INC.


                                             By:          l           fUMILnk__
                                                   Paut Jarmab. VickJ President




                                               tss


                                s     —oa




                    Delaware ...
                        The First State


    I, HARRIET SMITH WINDSOR,       SECRETARY OF STATE OF THE STATE OF

DELAWARE,   DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF "BUYERS UNITED,         INC; +~",

CHANGING ITS NAME FROM "BUYERS UNITED, INC." TO       "UCN,   INC.",

FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JUNE, A.D.         2004, AT

4:25 O‘CLOCK P .M

    AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF

THE AFORESAID CERTIFICATE OF AMENDMENT IS THE FIFTEENTH DAY OF

JULY, A.D. 2004, AT 12:01 O‘CLOCK A.M.




 3016691     8100                      "XGPRENTTEAXTIORN4708006
 060398172                                        DATE: 04—28—06


                                                                                                                  State of Delaware
                                                                                                                 Secretary of State
                                                                                                              Division of Corporations
                                                                                                             Delivered 04:35 PM 06/30/2004
                                                                                                               FILED 04 :25 PM 06/30/2004
                                                                                                             SRV 040484656 — 3016691 FILE

                         CERTIFICATE OF AMENDMENT OF THE
                         CERTIFICATE OF INCORPORATION OF
                                BUYERS UNITED, INC.

        Buyers United, Inc., a corporation organized and existing under the General Corporation

Law of the State of Delaware (the "Corporation"), does hereby certify that:

       The amendment to the Corporation‘s Certificate of Incorporation set forth below was duly

adopted by resolutions approved by the Corporation‘s board of directors and stockholders in

accordance with the provisions of Section 242 of the General Corporation Law of the State of

Delaware. The amendment will be effective as of 12:01 am Eastern Time on July 15, 2004.

                                    Ne ie ale ole ofe se ofe ohe ob ole e oo ieseseofenie se se ope e fe


       The Certificate of Incorporation of the corporation is amended by striking Article I in its

entirety and replacing there for:

                                                        ARTICLE I
                                                         NAME

       The name of the Corporation is UCN, Inc.

                                    Ne ie ole oke o ogeoge ole e ie e e ofe ofe ie ode se ofe oi oi sfc ol



       IN WITNESS WHEREOF, Buyers United, Inc., has caused this Certificate to be signed

by its duly authorized officer this 29th day of June 2004.

                                                                                BUYERS UNITED, INC.


                                                                                By: /s/ Paul Jarman
                                                                                           Paul Jarman, President


                                      x     &




                     Delkaware ...
                              The First State


     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF

DELAWARE,    DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF "BUYERSONLINE.COM,

ITNC.",   CHANGING ITS NAME FROM "BUYERSONLINE.COM,       INC." TO

"BUYERS UNITED,      INC.",   FILED IN THIS OFFICE ON THE FIRST DAY OF

NOVEMBER, A.D. 2001, AT 92 O‘CLOCK A . M.




  3016691     8100                        "CTGPRENTICAXTIONT 4706003
  060398172                                           DaATE: 04—28—06


    STATE OF DELAWARE
   SECRETARY OF STATE                                            &      >
DIVISION OFP CORPORATIONS
FILED 09:00 AM 11/01/2001
   010549267 — 3016691




                                     CERTIFTICATE OF AMENDMENT OF
                                   CERTIFICATE OF INCORPORATION OF
                                        BUYERSONLINECOM, INC,

                BuyersOnline.com, Inc., a cofporation organized and existing under the General

        Corporation Law of the State of Delaware (the "Corporation"}, does hereby certify that:

                The amendment to the Cotporation‘s Certificate of Incorporation set forth below was

        duly adopted by resolutions approved by the Corporation‘s Board of Directors and stockholders

        in accordance with the provisions of Section 242 of the General Corporation Law of the State of

        Delawate, The amendments will be effective as of 12:01 am Easterm Time on November 20.

        2001.

                Amendment No. 1. The Certificate of Incorporation of the corporation is amended by

        striking Article I in its entirety and replacing there for:

                                                      ARTICLE 1
                                                        NAME

                The name of the Corporation is Buyers United, Inc.

                Amendment No. 2. The Certificate of Incorporation of the corporation is amended by

        strikjn'g Section 1 of Article IV in its entrrety and replacing thete for:

                1.      Shares, Classes and Serivs Authorized.

                        The total number of shares of all classes of capital stock that the Corporation shall
                bhave authority to issue is 115,000,000 shares. Stockholders shall not have any
                preemptive rights, nor shall stockholders have the right to cumulative voting in the
                election of directors or for any other purpose. The classes and the aggregate number of
                shares of stock of each class that the Corpouation shall have authority to issue are as
                follows:

                       {a)      100,000,000 shares of Common Stock, £0.0001 par value ("Common
                Stock").

                        (b)     15,000,000 shares of Preferred Stock, $0.0001 par value ("Preferred
                Stock").


        EN WITNESS WHEREOF. BuyersOnline.com, Inc., has caused this Certificate to be

signed by its duly authorized officer this 3 1st day of October 2001.

                                              BUYERSONLINE.COM, INC.



                                                — Paul Jarma}lfi vickPresident


                                   w   . a




                     Delaware ...
                          The First State


       I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF

DELAWARE,   DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF "BUYERSONLINE.COM,

INC.",   FILED IN THIS OFFICE ON THE TWENTY—FOURTH DAY OF OCTOBER,

A.D.   2000, aT 9 O‘CLOCK A . M.




  3016691     8100                     "HOPRRENPCATION: 4706002
  060398172                                       DATE: 04—28—06


                                                                                          STATE OF DELAWARE
                                                                  ¢                      SECRETARY OF STATE
                                                                                      DIVISION OF CORPORATIONS
                                                                                      FILED 09:00 AM 10/24/2000
                                                                                         001535267 — 3016691



                            CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION OF
                               BUYERSONLINE.COM, INC.

        BuyersOnline.com, Inc., a corporation organized and existing under the General

Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that;

        The amendment to the Corporation‘s Certificate of Incorporation set forth below was duly

adopted by resolutions approved by the Corporation‘s Board of Directors and stockholders in

accordance with the provisions of Section 242 of the Generai Corporation Law of the State of

Delaware:

        Amendment. The Certificaté of Incorporation of the corporation is amended by striking

Section 1 of Article IV in its entirety and replacing therefor:

        L.      Shares, Classes and Series Authorized.

                The total number of shares of all classes of capital stock that the Corporation shall
        have authority to issue is 105,000,000 shares. Stockholders shall not have any
        preemptive rights, nor shall stockholders have the right to cumulative voting in the
        election of directors or for any other purpose, The classes and the aggregate number of
        shares of stock of each class that the Corporation shall have authority to issue are as
        follows:

                (a)     100,000,000 shares of Common Stock, $0.0001 par value ("Common
        Stock").
               (b)      5,000,000 shares of Preferred Stock, $0.0001 par value ("Preferred
        Stock").
        IN WITNESS WHEREOF, BuyersOnline.com, Inc., has caused this Certificate to be

signed by its duly authorized officer this   _2    day of October, 2000.

                                               BUYERSONLINE.COM, INC.


                                                                      ice President


                    Delaware ...
                        The First State


    I, HARRIET SMITH WINDSOR,   SECRETARY OF STATE OF THE STATE OF

DELAWARE,   DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF "BUI,    INC.",   CHANGING

ITS NAME FROM "BUI, INC." TO    "BUYERSONLINE.COM, INC.", FILED IN

THIS OFFICE ON THE NINETEENTH DAY OF APRIL, A.D.    2000, AT 9

O‘CLOCK A.M.




 3016691     8100                   "RHTIENYIEEXTEON! I706001
 060398172                                      DATE: 04—28—06


    sTaTE OF DELAWARE
                     STATE
   sECRETARY OF
       ON  OF  Co RP OR ATIONS
DIVISI                    /2000
       09: 00  AM  04/ 19
FILED                    69 1
           58 8 —  30 14
   Dp1201




                                             CERTIFTICATE OF AMELNDMENT
                                          CERTIFICATE ?;I(ijlINCORPORATIOI'O'I%F
                                                L   L              9 lNC;


                                       (Changing its name to "BuyersOriime.com,Tuc.")


                        BUL, » INc. , a corporation
                                                i organized
                                                       i and existing under the General Corporation
                                                                                           '        Law          [

               the State ofDelaware (the "Carporation‘"), does hereby certify that                           °
                ,       The amendment to the Corporation‘s
                                                     ion‘ Certificate
                                                              i       ofIncorporation
                                                                               |      set forth below was duly

               adopted
                  p          |
                       iby resolutions
                                  i                                                           ockholders in
                                       approved by the Corporation‘s Board of Directors and stockhol

               accordance
               MAT with the provisions of Secti
                                           ection 242 of the Geperal Corporation
                                                                             i Law of the State of



                        Amend:ment. The Certificate
                                             i      of Incorporation
                                                                 i ofthe corporation is amended by strikin

               Article I in its entirety and replacing therefor:                                             ‘

                                                             ARTICLE I
                                                              NAME

                       The name of the Corporation is BuyersOriline.com, Inc.

                       IN WITNESS WHEREOF, BUL, Inc. has caused this Certificate to be signed by its duly

               authorized officer this 30th day of March, 2000.

                                                               BUI, Inc.



                                                               By:
                                                                     Rod Smith, President


                    Delaware .:
                        The First State


    I, HARRIET SMITH WINDSOR,   SECRETARY OF STATE OF THE STATE OF

DELAWARE,   DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF INCORPORATION OF "BUI,    INC.", FILED

IN THIS OFFICE ON THE FIFTEENTH DAY OF MARCH, A.D.    1999, AT 9

O"CLOCK A.M.




                                   \1flzmm~Ltfx!;uLLAJQ%Z;MiA¢AJ

 3016691     8100                  "CHEPRENTIEAXTEONT 4708009
 060398172                                     DATE: 04—28—06


                                                                          STATE OF DELAWARE
                                                                         SECRETARY OF STATE
                                                                      DIVISION OF CORPORATIONS
                                                                      FILED 09:00 AM 03/15/10999 ~~~ ~
                                                                          991099477 — 3016691




                           CERTHFICATE OF INCORPORATION
                                        or
                                     BUL, NC


                                         — ARTICLE]T
                                             NAME
       Thename ofthe Corporation is BUL, Inc.

                                    ARTICLE II
                     REGISTERED OFFICE AND AGENT FOR SERVICE

        The addresas of the Corporation‘s registered office in the State of Delaware is in tie
county of New Castle, at 1013 Centre Road, Wilkmington, Delaware 10805. The name of its
registered agent at such address is Corporation Service Company.

                                        ARTICLE HL
                                    CORPORATE PURPOSES

       The prpose of the Corporation is to engage in any lawful act or activity for which
corporations may he organized under the General Corporation Law ofthe State ofDelaware,

                                          ARTICLEIV
                                        CAPITAL STOCK

1.      Shares, Classes and Series Anthorized.

        The total number of shares of all classes of capital stock that the Corporation shall have
authority to issue is 25,000,000 shares. Stockholders shall not have any preemptive rights, nor
shall stockholders have the right to cursulative voting in the clection of directors or for any other
purpose. The classes and the aggregate oumber of shares of stock of each class that tho
Corporation shall have authority to issie are as follows:

        (a)    20,000,000 shares ofCommon Stock, $0.0001 par value ("Commeon Stock").

        (b)    5,000,000 shares ofPreferred Stock, £0.0001 par value ("Preferved Stock").

2.      Powers and Rights ofthe Preferred Stock.

        The Preferred Stock may be issued from tine to time in ons or more series, with such
distinctive serial designations as may be stated or expressed in the resolotion or resolutions
providing for the issue ofsuch stock adopted from time to fime by the Board ofDirectors; and in
such resolyution or resolutions providing for the issuance of shares of each particular series, the >
Board of Directors is also expressly authorized to fix: the right to vots, if any; the consideration


for which the sharesa of such series are to be issued,; the munber of skares constituting such series,
which number may be increased (except as otherwise fixed by the Board of Directoss) of
decreased (but not below the number of shares théreof then outstanding) from time to time by
actiqn of the Board of Direciors; the ratoe of dividends upon which and the tines st which
dividends on shares of such series shall be payable and the preference, if any, which such
dividends shall have relgtive to dividends on shares of any other class or classes or any other
series ofstock ofthe Corporation; whother such dividends shall be cumuletive or noncumulative,
and if cuunuletive, the date or dates from which dividends on shares of such series shall be
cumplative; the rights, ifany, which the holders ofshares of such series shall have in the event of
eny volugptary or involuntisy lquidation, meorger, consolidation, distibution or sale of assets,
dissolution or winding up ofthe affairs ofthe Corporation; the rights, ifany, which the holders of
shares of suchseries shall bave to convert such shares into or exchange such ahdres for shares of
any other class or classes or any other series of stack ofthe Corporation or for auy debt securities
of the Corporation and the terms and coudifions, includiog price and rate of exchange, of such
conversion or exchange; whether shares of such series shall be subject to redamption, and the
redemption price or prices and other tams of redemption, if any, for shares of such serios
including, without limitatton, a redempiion price or prices payable in shares of Common Stock;
the terms and amouncts of any sinking fund for the puachase or sedemption of shates of such
series; and any and all other designatfons, prefezences, and relative, participating, optional or
other special rights, qualifiestions, limitations or restrictions thereofpertaining to shares of such
sorfes‘ permitted by law.

3.      Issuance ofthe Common Stockand the Preferred Stock.

        "The Board ofDirectors ofthe Corporstion may from time to time authorize by resolution
the issuance ofany or all shares ofthe Common Stock and the Preferred Stock heremm authorized
in accordance with the terms and conditions set forth in this Certiicate ofIncorporation for such
purposes, in such amounts, to such persons, corporations or entitifes, for such consideration, and
in the case of the Preferred Stock, in one or more series, all as the Board of Directors in its
discretion may determine and without any vote or other action by the stockholders, except as
Otherwise required by law. The capital stock, after the amount of the subscription price, or par
valee, bas been paid in shall not be subject to assessmontto pay the debts ofthe Corporation.

                                         ARTICLEV
                                     BOARD OF DIRECTORS

        The governing board of the Corporsation shall be known as directors, and the number of
directors may from time to time be increased or decreased in such masner as shall be provided by
the Bylaws of the Corporation, provided that the number of directors may not be less than ane
nor more than fifieen Effective upon filing of this Certificate, the members of the board of
directors, consisting ofthree persons, shall be as follows:

                        Rod Smith                      66 E. Wadsworth Park Dr., Suite 101
                                                       Draper, Utah $4020


                       C. Douglas Smith               66 B. Wadsworth Park Dr., Suite 101
                                                      Drapor, Utah 84020

                       Dagiel L. Ainge                66 E. Wadsworth Park Dr., Suite 101
                                                      Drapger, Utah $4020

                                      ARTICLE VL
                             POWERS OF BOARD OF DIRECTORS
       The proparty and business of the Corporation shall be controlled and managed by or
under the direction ofits Roard ofDirectors. In furtherance, and not in Himitation ofthe powers
conferred by the laws ofthe State ofDelaware, the Board ofDirectors is expressly authorized:

1.     To make, alter, amend or repeal the Bylaws of the Corporation; provided, that no
adoption, amendment, or repeal of the Bylaws shall invelidate any act of the board of directors
that would bave been valid prior to such adoption, amendment, or repeal;

2.     To determine the rights, powers, dutics, rules and procedures that affect the power ofthe
board of directorsa to manage and direct the property, business, and affairs of the Corporation,
includinp the power to designate and empower committiees of the board of directors, to elect,
appoint aud empower the officers and other agents ofthe Corporstion, and to determine the time
and place of, and the notice requirements for board meetings, as well as the mannes of taking
board action; and

3.     To oxereige all such powers and do all such acts as may be exercised by the Corporation,
sulbjject to the provisions of the laws ofthe State of Delaware, this Certificats of Incorporation,
and the Bylaws ofthe Corporation.

                                          ARTJCLE VH
                                       INDEMNIFICATION

        The Corporation shell indemmnify and mey advance expenses to its officers and directors
to the fullest extent permitted by law in existence cither now or hereafter.

                                 ARTICLE V
                LIMITATION ON PERSONAL LIABILITY FOR DRECTORS

        A director of the Corporstion shall not be personally lisble to tie Corporation or its
stockholders for monetary damages for breach of a fiduciary duty as a director, except for
liability (i) for any breach ofthe director‘s duty of loyalty to the Corporation or its stockLolders,
(ii) for acts or amissions not in good faith or which invoive intentional misconduct or a knowing
violation. of law, i) under Section 174 ofthe Delaware General Corporation Law or (iv) tfor uny
transaction from which the disector derived any improper personal benefit. If the Delaware
CGeneral Corporation Low is amended hereafter to authorize corporate action further elimingting
ot limiting the paersonal fiability of directors, then the liahility of a director of the Corporsation

                                                  3


shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended.

       Anmy repesl or modification of the foregoing parsgraph by the stockholdess of the
Corporation shall not adversely affect any right or protection of a director of the Corporafion
existing at the time ofsuch repeal or modification,

                                          ARTICLE IX


        The Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incerporation, in tha mammer now or hereafter prescribed by
statute or by the Certificate ofIncorporation, and except as otkerwise provided by this Certificate
of Incorporation, all sights conferred upon stockholders herein are granted subject to this
reservation.

                                         ARTICLE X
                                       INCORPORATOR

       The sole incorporator ofthe Corporation is:

                       Rod Smith                      66 R. Wadsworth Park Dr., Suite 101
                                                      Thaper, Utah 84020

       mmsme,mcmm@flammmesoleWfifie
Corporation, signs this Cartificate of Incorporation as his act and deed this / y of Maxch,
1999.



Document Created: 2016-03-18 12:11:27
Document Modified: 2016-03-18 12:11:27

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