ARTICLES OF INCORPORATION
Published on August 9, 2001
ARTICLES OF INCORPORATION
OF
DIGICORP
We, the undersigned natural persons of the age of twenty-one (21) years or
more, acting as incorporators of a corporation under the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation.
ARTICLE I - NAME
The name of the corporation is: DIGICORP
ARTICLE II- DURATION
The duration of the corporation is perpetual.
ARTICLE III - PURPOSES
The purposes of the corporation shall be to conduct any or all lawful
business for which corporation may be organized under the Utah Business
Corporation Act as from time to time authorized by its Board of Directors,
including the accumulation of investment capital and the acquisition of the
assets and/or businesses of other corporations, partnerships, sole
proprietorships or other forms of business entities; provided however, the
corporation shall not:
(1) engage in the banking business, the trust company business or the
practice of any profession permitted to be incorporated under Utah laws;
(2) engage primarily or hold itself out as being primarily engaged in the
business of investing, reinvesting or trading in securities;
(3) engage in the business of issuing face--amount certificates of the
installment type, nor have any such certificate outstanding;
(4) engage in or propose to engage in, the business of investing,
reinvesting, owning, holding or trading in securities having a value
exceeding forty (40) per centum of the value of the corporation's total
assets (exclusive of Government securities and cash items) on an
unconsolidated basis;
(5) for compensation, engage in the business of advising others, either
directly or through publications or writings, as to the value of
securities or as to the advisability of investing in, purchasing, or
selling securities; or
(6) for compensation, and as a part of a regular business, issue or
promulgate analyses or reports concerning securities. In pursuit of
its purposes, the corporation shall have all the powers granted by
law to corporations under the laws of the State of Utah and elsewhere as
pertinent.
The Corporation's purpose in the initial stages of its existence shall be
for developing and marketing software programs.
ARTICLE IV - STOCK
The aggregate number of shares which this corporation shall have authority,
to issue is 50,000,000 shares of Common Stock having a par value per share of
$.00l (one--tenth of a cent). All stock of the corporation shall be of the same
class, common, and shall have the same rights and preferences. Fully-paid stock
of this corporation shall not be liable to any further call or assessment.
ARTICLE V - AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote of
"a majority" of the shares entitled to vote on each such amendment.
ARTICLE VI- SHAREHOLDER'S RIGHTS
The authorized and treasury stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board of
Directors shall determine. Shareholders shall not have preemptive rights to
acquire unissued shares of the stock of this corporation.
ARTICLE VII - CAPITALIZATION
This corporation will not commence business until consideration of a value
of at least $1,000 has been received for the issuance of said shares.
ARTICLE VIII - INITIAL OFFICE AND AGENT
The address of this corporation's initial registered office and the name of
its initial registered agent at such address is;
Name of Agent Address of Registered Office
Michael D. Rossetti 11051 South 15.55 East
Sandy, Utah 84092
ARTICLE IX - DIRECTORS
The directors are hereby given the authority to do any act on behalf of the
corporation by law and in each instance where the Business Corporation Act
provides that the directors may act in certain instances where the Articles of
Incorporation authorize such action by the directors, the directors are hereby
given authority to act in such instances without specifically enumerating each
potential action or instance herein.
The directors are specifically given the authority to mortgage or pledge
any or all assets of the business without stockholder's approval.
The number of directors constituting the initial Board of Directors of this
Corporation is five. The names and addresses of persons who are to serve as
Directors until the first annual meeting of stockholder's or until their
successors are elected and qualified, are:
Name Address
---- -------
John B. Ha]]. 11541 Jordan Point Drive
Sandy, Utah 84092
Don J. Colton 1675 East 11245 South
Sandy, Utah 84070
Glenn W. Stewart 5116 Cottonwood Lane
Salt Lake City, Utah 84117
Michael D. Rossetti 11051 South 1555 East
Sandy, Utah 84092
Norman W. Sammis 970 North 680 West
Orem, Utah 84057
ARTICLE X - INCORPORATORS
The name and address of each incorporator is:
Name Address
Don J. Colton 1675 East 11245 South
Sandy, Utah 84070
Gregg B. Colton 2640 Wellington Street
Salt Lake City, Utah 84106
Michael D. Rosetti 11051 South 1555 East
Sandy, Utah 84092
ARTICLE XI
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
---------------- ---------------------------------
No contract or other transactions between this corporation and any one or
more of its directors or any other corporation, firm, association, or entity in
which one or more of its directors or officars are financially interested, shall
be either void or voidable because of such relationship or interest, or because
such director or directors are present at the meeting of the Board of Directors,
or a committee thereof, which authorizes, approves, or ratifies such contract or
transaction, or because his or their votes are counted for such purpose if: (a)
the fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies the contract or
transaction by vote or consent sufficient for the purpose without counting the
votes or consents of such interested direrctor; or (b) the fact of such
relationship or interest is disclosed or known to the stockholders entitled to
vote and they authorize, approve, or ratify such contract or transaction by vote
or written consent, or (c) the contract or transaction is fair and reasonable to
the corporation.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or committee thereof which
authorized, approves, or ratifies such contract or transaction.
ARTICLE XII - BY-LAWS
By--Laws of this corporation shall be adopted by its Board of Directors,
which shall also have the power to alter, amend or repeal the By--Laws or to
adopt new By--Laws; subject, however, to the power of the
shareholders to alter, repeal or adopt new By--Laws for the corporation.
ARTICLE XIII- NO CUMULATIVE VOTING .
At any election for directors, no shareholder shall have the right to
cumulate his votes by giving one candidate as many votes a~ the number, of
directors to be elected, and for whose election he has a right to vote,
multiplied by the number of his shares, nor shall any shareholder have the right
to cumulate his votes by distributing such votes on the same principle among any
number of such candidates.
Under penalties of perjury, we declare that these Articles of Incorporation
have been examined by us and are, to the best of our knowledge and belief, true,
correct and complete.
DATED this 19th day of July, 1983.
/s/ Don J. Colton__________
- -----------------------------------
Incorporator
/s/ Gregg B. Colton________
Incorporator
/s/ Michael D. Rossetti______
Incorporator