HomeMy WebLinkAboutPW1998-0322 - Other - Pacific Fiber Link, LLC - Merger to form Worldwide Fiber Networks, Inc. - 02/23/2000 WORLDWIDE FIBER Worldwide Fiber
143 Union Boulevard
Suite 300
Lakewood,CID 80228
!(LJn'I�11 uIA:JO tl��0 �lnloo l� Telephone:(303)987-1770
MAR U Facsimile:(303)987-1471
CITY OF KENT
February 23, 2000
CITY CLERK ed- 7pzm C / ✓
City Clerk
City of Kent
220 Fourth Avenue South
Kent, WA 98403
Re: Pacific Fiber Link, L,L.C.,Merger to Form Worldwide Fiber Networks,Inc.
Dear City Clerk:
As you may recall, Pacific Fiber Link, L.L.C., ("PFL") obtained a Limited Street
License, from the City of Kent. Last year, as part of a corporate restructuring, PFL
merged with an affiliated corporation named Pacific Fiber Link Por-Sac, Inc., ("PFLPS"),
to form a successor corporation named Worldwide Fiber Networks, Inc. ("WFI"). Both
PFL and WFI are registered with the WUTC as competitive telecommunications
companies and both are authorized to operate as a public utility in Washington. A copy
of both the Articles of Merger and the WUTC's Order registering WFI as a utility are
enclosed.
Although legally separate entities prior to the merger, both PFL and PFLPS were
majority-owned and funded by the same parent company,both were controlled by the
same officers and board of directors, and both were operated by the same personnel.
Pursuant to Washington law and as indicated in Section V of the Articles of Merger, WFI
succeeded to all of the rights and assets of PFL, and assumed all of the obligations and
liabilities of PFL, including those imposed by any franchise, license, permit or other
authorizations obtained from the City. Thus, other than the fact of the merger and name
change, all of the operations, assets and liabilities of PFL (now WFI)have remained
unaffected as a result of the merger. In fact, combining the assets of PFLPS with PFL
has created a stronger surviving entity in the form of WFI.
As an additional assurance to the City, by its signature below, WFI will expressly
assume and agree to each and every term and condition of any franchise, license,permit,
agreement or any other authorization PFL obtained from the City, and to be bound
thereby to the same extent as PFL. Together with the Articles of Merger,this should give
the City adequate assurances that WFI will be responsible for all of the obligations
previously imposed upon PFL,
CALGARY - DENVER - EDMONTON - QUEBEC CITY . RENO - SEATTLE - TORONTO - VANCOUVER •WASHINGTON, D.C.
Kent
February 23, 2000
Page 2
Also, as a result of WFI's rapid growth, we have been forced to move into a new
office. Please send all future correspondence to our new corporate headquarters located
at:
Worldwide Fiber Networks, Inc.
143 Union Boulevard, Third Floor
Lakewood, CO 80228
Attn: Corporate Counsel
Finally, PFL intends to file its Articles of Merger and Certificate of Cancellation
within the next 30 days to terminate PFL's existence in Washington. Consequently,
please let me know immediately if any additional steps need to be taken to formalize
WFI's franchise, license or other authorizations with the City. For more information
about WFI, including its most recent financial statements,please contact its website at
www.worldwidefiber.com, or feel free to call me at (303) 987-1770.
Thank you for your assistance in this matter.
Sincerely,
Lee-s'AkCox
Vice Preside
JAGIk
Enclosure
Kent
February 23, 2000
Page 3
WORLDWIDE FIBER NETWORKS, INC.,ASSUMPTION OF ALL RIGHTS
AND LIABILITIES OF PACIFIC FIBER LINK, L.L.C.
WORLDWIDE FIBER NETWORKS, INC., hereby expressly assumes all of the rights,
powers, property and privileges, and all duties, liabilities, debts and obligations of Pacific
Fiber Link, L.L.C., and further expressly assumes each and every term and condition of
any franchise license, permit, agreement or any other authorization agreed to and
obtained by Pacific Fiber Link, L.L.C., from the City, and to be bound thereby to the
same extent as Pacific Fiber Link, L.L.C.
WORLDWIDE FIBER NETWORKS, INC.
By: Date:
ames A. ox
It .
Vice President
199/07/,AUT•990858 WORLDWIDE FIBER NETWORKS,INC.Registlatie .wute.wa.gov/webdms.nsf/6529e...f9f98ad73ed882567ae00744c86?OpenDocun
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Online Document
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General Info
Document Name: 99/07/14 UT-990858 WORLDWIDE FIBER NETWORKS, INC.
Registration
Description: Order Authorizing Registration; Granting Petition for Competitive
Classification; and Approving Price List
'Body
BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION
COMMISSION
In the Matter of the Application and ) DOCKET UT-990858
Petition of )
WORLDWIDE FIBER NETWORKS, ORDER AUTHORIZING
INC. ) REGISTRATION; GRANTING
PETITION FOR COMPETITIVE
For Registration as a ) CLASSIFICATION; AND
Telecommunications Company and ) APPROVING PRICE LIST
Classification as a Competitive )
Telecommunications Company. )
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
BACKGROUND
By petition filed June 17, 1999, in Docket UT-990858, Worldwide Fiber Networks,
Inc. (Worldwide) seeks registration as a telecommunications company,
classification as a competitive telecommunications company, and approval of its
proposed price list pursuant to RCW 80.36.350 and 80.36.320. The registration
application, competitive classification petition, and initial price list were brought
before the Commission at its regularly scheduled open public meeting of July 14,
1999.
DISCUSSION
Worldwide proposes to register with the Commission as a telecommunications
company to offer high capacity transport negotiated and performed on an individual
case basis. In support of its petition, Worldwide asserts that its services compete
with other interexchange carriers' telecommunication services. Worldwide states
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that customers have readily available equivalent alternatives and that there are no
captive customers of the Company's services.
Worldwide is a Nevada corporation, headquartered in Westminster, Colorado, and
is wholly owned by Ledcor, Inc. Terms, and conditions set forth in the proposed
price list are structured similarly to those filed by other interexchange carriers for
calls placed in the relevant market.
Worldwide has provided information showing that it meets the requirements of
RCW 80.36.350. Applicant does not propose to collect advance payments or
deposits from customers.
In conjunction with classification, the Company is seeking waiver of:
RCW 80.04.300 Budgets to be filed by companies--Supplementary budgets
RCW 80.04.310 Commission's control over expenditures
RCW 80.04.320 Budget rules
RCW 80.04.330 Effect of unauthorized expenditure--Emergencies
RCW 80.04.360 Earnings in excess of reasonable rate--Consideration in fixing
rates
RCW 80.04.460 Investigation of accidents
RCW 80.04.520 Lease of utility facilities
RCW 80.36.100 Tariff schedules to be filed and open to public
RCW 80.36.110 Tariff changes--Statutory notice--Exception
Chapter 80.08 RCW Securities (except RCW 80.08.140)
Chapter 80.12 RCW Transfers of Property
Chapter 80.16 RCW Affiliated interests
Chapter 480-80 WAC Tariffs
Chapter 480-140 WAC Budgets
Chapter 480-143 WAC Transfers of Property
Chapter 480-146 WAC Securities and affiliated interests
WAC 480-120-026 Tariffs
WAC 480-120-031 Accounting
WAC 480-120-032 Accounting-Political information and political education
activities
WAC 480-120-036 Finance--Securities, affiliated interests, transfer of property
WAC 480-120-046 Services offered
WAC 480-120-131 Reports of accidents
Rules invoked include WAC 480-120-022, WAC 480-120-023, WAC 480-120-024,
and WAC 480-120-025. Statutes invoked include RCW 80.36.320, and RCW
80.36.350. The ultimate issues are whether Worldwide should be registered as a
telecommunications company, whether it should be classified as a competitive
telecommunications company, whether its proposed price list should be approved,
and the extent to which it should be relieved of regulatory requirements to which it
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would otherwise be subject.
Based upon the entire record and the file in this matter, the Commission makes the
following findings of fact and conclusions of law.
FINDINGS 'OF FACT
1 . Worldwide filed an application for registration as a telecommunications company
and a petition for classification as a competitive telecom- munications company
pursuant to the provisions of RCW 80.36.350 and 80.36.320, to provide high
capacity transport negotiated and performed on an individual case basis.
2. As to form, the application and petition meet the requirements of RCW
80.36.350 and 80.36.320, and comply with the Commission's rules and
regulations.
3. The registration of Worldwide as a telecommunications company is not
inconsistent with the public interest.
4. In this proceeding, the Commission in no way endorses the financial viability of
applicant nor the investment quality of any securities it may issue.
5. Alternative providers of service to that of Worldwide include, but are not limited
to, AT&T Communications of the Pacific Northwest, Inc., GTE Northwest
Incorporated, MCIWorldCom, Inc., and Sprint Communications Company L.P. All
services are fully available from alternative providers in the relevant market.
6. The relevant market is the State of Washington.
7. Worldwide has no captive customer base.
8. The services offered are subject to effective competition.
9. Worldwide should be permitted to provide services under its proposed price list.
10. Worldwide requested waivers of certain laws and rules relating to
telecommunications services. The laws and rules for which waivers should be
granted are listed in Appendix A, incorporated by this reference and made a part of
this Order.
CONCLUSIONS OF LAW
1 . The Washington Utilities and Transportation Commission has jurisdiction over
the subject matter of this registration application and classification petition and
Worldwide.
2. Worldwide should be registered as a telecommunications company pursuant to
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RCW 80.36.350 and classified as a competitive telecommunications company
pursuant to RCW 80.36.320(1).
3. Worldwide should be permitted to provide services under price lists promulgated
under RCW 80.36.320 (2). These services shall not include operator services as
defined in WAC 480-120-021 .
4. Worldwide should be granted waivers of the laws and rules listed in Appendix A;
waivers of laws and rules requested that are not included in Appendix A should be
denied.
ORDER
THE COMMISSION ORDERS:
1 . After the effective date of this Order and subject to any conditions imposed, the
application of Worldwide Fiber Networks, Inc., requesting an order authorizing
registration as a telecommunications company to provide service to the public in
this state is approved.
2. The petition of Worldwide Fiber Networks, Inc., for classification as a competitive
telecommunications company is approved; waiver of the laws and rules listed in the
attached Appendix A is granted.
3. The proposed price list of Worldwide Fiber Networks, Inc., for rates and services
is approved.
4. Registration of Worldwide Fiber Networks, Inc., as a telecommunications
company shall not be construed as an endorsement of financial viability nor of the
investment quality of any securities it may issue.
5. As a telecommunications company providing service to the public in this state,
Worldwide Fiber Networks, Inc., is subject to the jurisdiction of this Commission
under the provisions of Title 80 RCW and all rules and regulations adopted by the
Commission.
6. Worldwide Fiber Networks, Inc., is not authorized to collect advance payments
or deposits unless it first demonstrates to the Commission's satisfaction that it has
an arrangement to protect customer monies as provided in WAC 480-121-040.
7. Worldwide Fiber Networks, Inc., is authorized to offer rates and services
pursuant to the price list in the format prescribed by the Commission. The price list
approved in this proceeding, and subsequent changes to that price list, become
effective only after ten days notice to the Commission and to customers. In the
event of a price list reduction or of a change in terms and conditions which do not
have rate impact, personal notice to customers is not required. To comply with the
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statutory notice requirement,Worldwide Fiber Networks, Inc., may publish notice of
price reductions or changes in terms and conditions of service that do not have
rate impact by a display advertisement in such newspaper(s) as are geographically
situated to be circulated over the Company's service area.
8. Worldwide Fiber Networks, Inc., is not authorized to provide operator services as
defined in WAC 480-120-021 .
9. The Commission retains jurisdiction over the subject matter and the Company to
effectuate the terms of this Order.
DATED at Olympia, Washington, and effective this 14th day of
July 1999.
WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
CAROLE J. WASHBURN, Secretary
APPENDIX A
RCW 80.04.300 Budgets to be filed by companies--Supplementary budgets
RCW 80.04.310 Commission's control over expenditures
RCW 80.04.320 Budget rules
RCW 80.04.330 Effect of unauthorized expenditure--Emergencies
RCW 80.04.360 Earnings in excess of reasonable rate--Consideration in fixing
rates
RCW 80.04.460 Investigation of accidents
RCW 80.04.520 Lease of utility facilities
RCW 80.36.100 Tariff schedules to be filed and open to public
RCW 80.36.110 Tariff changes--Statutory notice--Exception
Chapter 80.08 RCW Securities (except RCW 80.08.140, State not obligated)
Chapter 80.12 RCW Transfers of Property
Chapter 80.16 RCW Affiliated interests
Chapter 480-80 WAC Tariffs
Chapter 480-140 WAC Budgets
Chapter 480-143 WAC Transfers of Property
Chapter 480-146 WAC Securities and affiliated interests
WAC 480-120-026 Tariffs
WAC 480-120-031 Accounting
WAC 480-120-032 Accounting-Political information and political education
activities
WAC 480-120-036 Finance--Securities, affiliated interests, transfer of property
WAC 480-120-046 Services offered
WAC 480-120-131 Reports of accidents
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► Creation Info
Cathie Anderson was the last to edit this document, on 07114199.
1300 S. Evergreen Park Drive SW- Olympia,WA 98504-7250
E-Mail: Webmaster i wutc.wa.gov Phone: 360-664-1160 (in state ton-free: 1-800-562-6150)
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' Ecp1r'rHAK6rissTAmor-me
I STATE OFNEVADA
APR 011999
ARTICLES OF MERGRIt
4 OEM KELIER,MWMY ,@hase Articles of MarYer are made this 2?- day of Match, 1999,between Pacific Fiber
Link Por-Sac,i no„o Nevada corporation(sometimes referred to herein m the"Nevada Corporation"
or the "Surviving Corporation") and Pacific Fiber Link, LLC, a Washington limited liability
company(sometimes refumed to herein as tho"Washington LLC"or the"Merged Company").
RECITALS
A. ThoNovada Corporation i8 acorporaftonduly organized and existing under the laws
of the State cf" ;; registered office located at 1575 Deluct hi Line, Ste. 224, Reno,
Nevada 0502.
B. The Waabington LLC is s limited liability company duly organized and oxiating
tmdcr the lava of the State of Washington with Its registered office located at 1420 Fifth Avenue,
Ste,3510, Sdattla,Washington 98101-4031.
C. ThcNevadsCorporationandtheWashington LLC deemItdesirableandIntheirbest
Interests chat the Washington LLC be merged into the Nevada Corporation in aceordaneo with the
provisions of Chapter 924 of the Nevada Reviaod Statutes.
1.
An agrmm= and plan of merger has been approved and adopted by the Nevada
Corporation,through its boardofdirectotls,and submitted and approved byits atockholdors purattattt
to Chapter 92A of the Nevada Revised Statutes asset forth below:
Designation of Shares-. Common
Number of Votes Entitled to be Cast: 100
Nuutbcr of Votes for Alan: 100
Number of Votes ABalnst Flan: 0
The number of votes of the stockholders for the plan was sufficient for approval.
IL
An sgroemoni and plan of merger has been approved and adopted by the Washington LLC,
through Its managing member and mnnagemcnt committee, and submitted and approved
unanimously by Its sole member possessing a 100%membership interest, pursuant to the laws of
the State of Washington.
1
nI,
The Articlea of Incorporation of the Surviving Corporation shall continue to be its Articles
of incorporatlon,except that according to the agrccmw and plan ofmarger Article I Is amended to
road;
1. NAME
Thenarnc of the corporation is WORLDWIDE FiBERNETWORKS,
INC.
IV,
The complete executed agreement and plan of merger is nn file at the regWored office of the
Surviving Comte•^,o_, +a11z nelucchl Lane.Ste.224,Reno,Nevada 99502.
V.
On the effective date of the merger,the separate existence of the Merged Company shall
cease, and the Surviving Corporation ABU succeed to all the rights,privileges, imtnuritles, and
franchises, amd all the property, real, personal, and mixed, of the Merged Company, without the
necessity for any sepantta transfer. The Surviving Corporation slwtl thereafter bo responsible and
liable for all liabilities and obligations of the Merged Company, and nelther the rights of creditors
nor any liens on the property of the Merged Compmy shall be impaired by the merger.
VI,
Tho merger takes effect upon the filing of throe Articles of Merger.
PACIFIC FIBER LINK POR-SAC,INC.
ay.
Aji Therp.P dant zt\rzz
Ron Stevenson, Secreury
2
STATE OF�
ns.
COUN•t'Y OF
On this a( day ofMarch,1999,Pereonallyapyeamdbefore ma.allowyPublic, JERRY
THA.RP.who aekrtowledsed to me that he ermccuted the forgoing ARTICLES OF Mom
NOTARY PIJBLiC s :;
1
T�v �OF �.A i• I �� .
8S.
COUNTY OF Vsawn�e.� 1
On this" Anst4ay of March, 1999,personally appeared before me,a Notary Public,RON
STEVENSON,who acknowlodgedtomothathocxccutedtheforeaoi TICL SOFMEROEk
.'
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HEED
ry rye OFFICE OF nl�
rf:•l CIeRY O' STeTE
STATE OF NEVADA
ARTICLES OF IINCOR.PORATION
JUUN 12199G
L, - qR OF
� - PACIFIC FIRER LINK POR-SAC, MC.
cco KILER,srcnET,u'rr cr sTA"
That 1, the undersigned, have this day voluntarily acted for the purpose of
forming a corporation under the taws of the State of Nevada, and to that end, 1 do
horeby certtfy:
1. NAME
The name of the corporation Is PACII IC FIBM MK POR-SAC, INC.
19. AGENT FOR SERVICE OF PROCESS
The name and 'addroso of the initial Resldont Agent and locallon of the
Roglalorod Office In this atalo Is Beckley, Singleton, Jamison, Coboaga & Llst, 1575
polucchl Lane, Suite 224, Mono, Nevada 69502.
M. 1'Y.IRPOSE
The purpose of tho corporation, and the naturo of the buslnoss and ob)octa
propoaod to bo transacted and caTrlod on by It are;
To engage 1n any lawful act or activity for which a
corporation may be organized under the laws of the Slate
of Novada other than the banking business, the Irusl
company business or the practice of a profession permitted
to be Incorporated under the laws of the State of Nevoda,
IV. STOCK
The corporation Is authorized to issue one class of shares, which shall be
designated "common shares," having a total number of 25,000 shares. Each such
1
share, when Issued, shall have one (1) vote.
V. KU,NMER Off' )MECTORS
The membars of the governing board of the corporation shall be styled
'Directors,' and the Initial Hoard of Directors shall be one (1) to number.
The number of diraclora may, at any time or times, be increased or decreased
by a duly adopted amendment to thoso Articles of Incorporation, or In such manner as
shall he provided In the By-Laws of the corporation or by an amendment to the By-Laws
of the corporation duly adopted by elthor the Board of Directors or the shareholders,
VI. WMAL D ECTORS
The name and address of tho irlrsl Board of Directors Is as follows;
David Ledo
#1000 • 1066 Wosl Haslings Strael
Vancouver, British Columbia
Canada WE 3XI
NM. INCORPORATOR r
The namo and post office address of the Incorporator signing those Arllclos of
Incorporation Is as follows;
Lance R Males
Beckley, Singleton, Jombon, Cobeaga & List
1576 Dolucchl Lane, Suite 224
Rona, Nevada 89502
2
YIII, ASSESSAB LYTY OF SHARES
The capital stock of Ibis corporatton, after the amount of the subscription price
has been paid, shall not be subject to assessment to pay the debts of the corporation,
and no stock Issued as fully paid shall be aaaossablo or assessed, nor shall the private
property of the stockholders, directors or officers of this corporalion be subject to the
payment of any corporate debts to any ei tenl whatsoever, and In this particular, the
Articles of Incorporation shall not be subject to amendment.
TX. INDEMNIFICATION AND LUMATION ON LIABILITY
Every person who was or is a party, or Is threatened to be mods a party to or
Is Involved In any action, suit or proceeding, whoihor civil, criminal, administrative or
Invosligallvu, by mason of the fact that he or aho or a person of whom he or oho Is the
legal roprosonlalivo, is or was a director or offlcor of the corporation, or Is or was
eorving at the request of the corporation as a diroclor or officer of another corporation,
or as its roprosonlalivo In a partnorehlp, joint vonturo, trust or olhor onlorpriso, shall be
indemnified and hold harrrdoss to the fullosl oxtont legally pormfsalblo under the laws
of the State of Novado, as amondod, against all expenses, liability and loss (including
alto rnoys'foos),judpmonts, fines and amourils paid In connection therewith. Such right
of Indemnification shall be a conlracl right whlch may bo enforced to any manner
desired by such person. Such right of Indemnification shall not be exclusive of any
other right which such directors, officers or representatives may have or hereafter
acquire, and, vrithoul limiting the generality of such statement, they shall be entitled to
their respective rights of indemnification under any DyLcw, agreement, volo of
3
stockholders, provislon of (a•N, or otherwise, as well as their rlghls undo, this Article.
The porsonal liability of a daroclor or officer of Iho corpora!lon or Its stockholders,
shall be limited to tho fullost extent provided by Nevada law, as amcndcd, for domagcs
for breach of fiduciary duty as an officer or director. This provision shall not eliminate
the liability of a director or officer for acts or omissions which Involved Intentional
misconduct, fro,.d, a knowing violation of the law or the payment of dividends In
violation of NRS 78.300.
Fxpensos of directors and offlcori Incurred in defendirg a civil or criminal action,
cult or proceeding, must be pold by the corporation as Choy are Incurred and in
advance of the final disposlilon of (he action, suit or proceeding, upon rocolpt of and
undertaking by or on bohalf of tho director or officer to ropoy the amount If it is
ultimately dotorminod by a court of compolonl Juri:rdiclton that ho or ehe is not entitled
to be Indemnified by the corporation, This does not affect tho rights to advancement
of oxponsos which corporate por3onnol,other than directors or OffIC?r3,moryloo oniltiod
to under any contract or olhorwiso by law,
Without limiting the appiicailon of tho foregoing, tho Board of Airoclors moy
adopt 13y.Laws from time to time with rospocl to Indemnification, to provide at all limos
tho fulloat Indomnlflcatlon pormIlled by the law3 of tho Slalo of Novada, and may cause
the corporation to purchase and maintain insurance on boholf of any person who fs or
was a director or officer of the corporation, or Is or was serving at the request of the
corporation as a diroclor or officer of another corporation, or as Its representative In
a partnership, Joint venture, trust or other enterprise against any liability asserted
4
5 '
againal such parson and incurred In any such capacity or ari3l-g cut of such otatua,
whether or not the corporation would have the power to Indemnify such person.
X. PIGTITS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
Unless otherwise determined by the Board of Directors, no holder of stock of the
corporation shall be entitled as such, as a matter of right, to purchase or subscribe for
any stock of any class which the corporation may Issue or sell, whether or not
oxchongooblo for any stock of the corporation of unissued shares aulhorizod by the
Articles of Incorporation of the corporation as originally filed or by any amendment
thereof, or out of shares of stock of the corporation acquired by It after the issue
thereof, and whether Issued for cash,labor parformod,personal property,real property,
or loc.sos thereof, nor shall he be entitled to any right of subscription to any lheroof;
nor, unlosa otherwise dotermined by the Board of Directors, shall any holdor of any
shares be onlltlod as such, as a matter of right, to purchase or subsoribo for any
obligation which the corporation may Issue or soll that shall be tonvertible Into or
oxchangoablo for any shams of the stock of Its capital stock of any claoa or clasoos.
IN WITNESS WHEREOF,f have hereunto sot myhond this•Zbayof Juno, 1998,
hereby declaring and certifying that the facts slated horeinabovo are true.
,
—1ANC8 P. MAI-35
5
State of Novada )
)53:
County of Wa3hoo )
On rune L 1998, personally appeared before me, o Notcry Public,
Lance P. Maiss, who knowledged that he oxecuted lho above instrument,
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