Attached files
EXHIBIT 3.2
ARTICLES OF AMENDMENT
PROMAP CORPORATION
I. The Articles of Incorporation of PROMAP Corporation are hereby amended
as hereinafter set forth.
A. Article THIRD is amended as follows:
This Corporation is organized for the transaction of all lawful business
and may exercise the powers and privileges conferred upon corporations by the
laws of the State of Colorado.
B. Article FOURTH is amended as follows:
The authorized stock in this corporation shall be divided into two
hundred thousand (200,000) shares consisting of one class and one series only
and all shares so issued are without par value. Shares of stock may not be
divided into fractional interests. So-called stock rights or options shall
not be allowed except as hereinafter set forth. The right to fix the
consideration for shares of stock is expressly reserved to the shareholders.
Preemptive rights are specifically denied. Additional shares of stock or
additional classes of stock may not be issued without fifty-one percent (51%)
shareholder approval. Any shares issued under the original Articles of
Incorporation will be exchanged for new shares on a one-for-two basis.
C. Article FIFTH is amended as follows:
In the election of directors, the voting of shares shall be by straight
voting. At all meetings of shareholders fifty-one percent (51%) of the
persons entitled to vote at any such meeting, represented in person or by
proxy, will constitute a quorum necessary for the transaction of shareholder
business. A fifty-one percent (51%) majority vote will be necessary to
approve any shareholder action, issuance or sale of new stock. Only record
owners of shares and not equitable owners' of shares are entitled to voting
rights, notice, and dividends as further described in Article FOURTEENTH 4.
D. Article SIXTH is deleted in its entirety.
E. Article SEVENTH is amended as follows:
The name and address of the registered agent of the Corporation is:
Steven A. Tedesco
1331 Seventeenth Street
Suite 580
Denver, Colorado 80202
F. Article EIGHTH is amended as follows:
The address of the place of business is:
1331 Seventeenth Street
Suite 580
Denver, Colorado 80202
G. Article NINTH is amended as follows:
This Corporation shall be governed by a Board of Directors the number of
which shall be three (3). The names and addresses of the individuals
constituting the present Board of Directors, who are to serve as directors
until the next annual meeting of shareholders or until their successors are
duly elected and shall qualify, are:
Steven A. Tedesco
16746 East Prentice Circle
Aurora, Colorado 80015
Margaret Scarborough
1625 Larimer, #2007
Denver, Colorado 80202
Peter Tunkey
4499 Genesee Street
Buffalo, New York 14225
H. A new Article ELEVENTH is added as follows:
To the extent that it has unreserved and unrestricted surplus this
Corporation at its sole option may purchase or redeem shares of the
Corporation in whole or in part at a price equal to the principle paid for
such shares and interest at the legal rate thereon from the date of purchase
plus all accrued but unpaid dividends and interest at the legal rate thereon
from the date of such accrual of said dividend.
I. A new Article TWELFTH is added as follows:
All Bylaws necessary for the operation of this Corporation shall be
adopted, amended, or repealed by a fifty-one percent (51%) vote of the
shareholders.
J. A new Article THIRTHTEENTH is added as follows:
This Corporation shall have two (2) officers, President and
Secretary/Treasurer. The officers shall have those powers and
responsibilities as set forth by the bylaws, but in any case any officer of
the Corporation shall be deemed and empowered to conduct business on behalf
of the Corporation. The present officers are as follows:
President: Steven A. Tedesco
16746 East Prentice Circle
Aurora, Colorado 80015
Secretary/Treasurer: Christine Tedesco
16746 East Prentice Circle
Aurora, Colorado 80015
K. A new Article FOURTEENTH is added as follows:
The following provisions are inserted for the management of the business
and/or 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.
1. Transactions With Interests of Persons.
No contractor other transaction between the Corporation and one or
more of its directors, or between the Corporation or any corporation,
partnership, association or any other association in which one or more of its
directors or officers have a financial interest in, shall be void or voidable
solely for that reason, or solely because the director or officer is present
at or participates in the meeting of the board of directors or committee
thereof which authorizes, approves or ratifies the contract or transaction,
or solely because his, her or their votes are counted for such purposes if:
a. The material facts as to his relationship or interest as
to the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith
authorizes, approves or ratifies the contract or transaction by an
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 relationship or interest as
to the contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
authorized, approved or ratified in good faith by the vote of the
shareholders; or,
c. The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the board of
directors, a committee thereof, or the shareholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting
of the board of directors or the committee thereof which authorizes, approves
or ratifies the contract or transaction.
2. Indemnification and Advancing of Expenses.
The Corporation may indemnify and advance expenses, to the extent
permitted by law, for any person who is or was a director, agent, fiduciary
or employee of the Corporation against any claim which results from actions
reasonably taken by him or her at the direction of the Corporation.
Procedures for such indemnification shall be set forth in the Bylaws. The
Corporation may further have the authority to the full extent permitted by
law to indemnify its directors, officers, agents, fiduciaries and employees
against any claim, liability or expense arising or incurred by them in all
other circumstances and to maintain insurance or provide self insurance for
such persons.
3. Elimination of Liability for Breach of Duty of Due Care.
Personal liability of any director to the Corporation or its
shareholders as a result of the breach of any fiduciary duty as a director is
hereby eliminated insofar as such elimination is allowed under Colorado law.
4. Negotiations of Equitable Interest in Shares or Rights.
The Corporation shall be entitled to treat the registered owner of
any shares of the Corporation as the owner thereof for all purposes,
including all rights deriving from such shares, and the Corporation shall not
be bound to recognize any equitable or other claim to, or interest in, such
shares or rights deriving from such shares on the part of any other person
including without limiting the generality hereof a purchaser, assignee or
transferee of such shares or rights derived from such shares, unless and
until such other person becomes a registered holder of such shares, whether
or not the Corporation shall have either actual or constructive notice of the
claim and interest of such other person. By way of an example and not of
limitation, until such other person has become a registered holder of such
shares, he shall not be entitled: to receive notice of the meetings of the
shareholders; to vote at such meetings; to examine the list of shareholders;
to be paid dividends or other sums payable to shareholders; or to own, enjoy
and exercise any other rights deriving from such shares against the
Corporation.
L. A new Article FIFTHTEENTH is added as follows:
These Articles of Incorporation may be amended only by affirmative vote
of fifty-one percent (51%) of the shareholders entitled to vote.
II. One hundred percent (100%) of the shares of the Corporation are owned by
the undersigned Steven A. Tedesco. Mr. Steven A. Tedesco is a director of the
Corporation. During a shareholders meeting the foregoing Articles of
Amendment of PROMAP Corporation were approved by a vote sufficient for
approval. Mr. Steven A. Tedesco was authorized to execute and file said
Articles of Amendment on behalf of the Corporation as its President. Ms.
Christine Tedesco was authorized to execute these Articles of Amendment as
Secretary.
Dated: 9/15/90
/s/ Steven A. Tedesco
Steven A. Tedesco, President
/s/ Christine Tedesco
Christine Tedesco, Secretary
STATE OF COLORADO )
) ss
CITY AND COUNTY OF DENVER )
The preceding Articles of Amendment of PROMAP Corporation were
acknowledged and verified under oath before me this 15th day of 1990, by
Steven A. Tedesco and Christine Tedesco.
Witness my hand and official seal.
/s/ John M. Dingess
Notary Public
My commission expires: August 11, 1991
