**Exhibit 3.1**

 

ARTICLESOF INCORPORATION

OF

MIDWESTMANAGEMENT & MARKETING CORPORATION

 

KNOW ALL MEN BY THESE PRESENTS:

 

THAT WE, the undersigned,CRAIG D. BOWER, ROGER A. DAY, GARWOOD G.C. TRENOR, MURRAY R. WOULEE ofAberdeen, South Dakota, and HERMAN H. LARSEN of Hot Springs, Arkansas, forourselves, our associates and our successors, have associated ourselvestogether for the purpose of forming a corporation under and by virtue of theSouth Dakota Model Business Corporation Act, pursuant to the provisions ofChapter 47-2 of the South Dakota Codified Laws, and all amendments thereto,

 

FIRST:

 

The name of the Corporationhereinafter referred to as the “Corporation” is: MIDWEST MANAGEMENT &MARKETING CORPORATION.

 

SECOND:

 

The term for which thiscorporation shall exist shall be perpetual.

 

THIRD:

 

The purposes for which theCorporation is formed and the business and objects to be carried on andperformed and promoted by it are as follows:

 

(a)                                  To have any andall of the powers and to exercise all of the rights and privileges which arenow or may hereafter be granted by the laws of South Dakota to a corporationformed under said laws.

 

(b)                                 To manufacture,purchase, or otherwise acquire, own, mortgage, pledge, sell, assign, transfer,or otherwise dispose of, import, export, trade, and deal in and

 

 

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                                                with goods,wares, and merchandise, and real and personal property of every class anddescription.

 

(c)                                  To acquire andhold all or part of the shares of another corporation or corporations,including but not limited to the shares of corporations which engage in thebusiness of the Corporation.

 

(d)                                 To purchase,lease, or otherwise acquire, hold, develop, improve, mortgage, sell, exchange,let or in any manner  encumber ordispose of real property wheresoever situated.

 

(e)                                  To purchase,lease, or otherwise acquire, all or any part of the property, rights,businesses, contracts, good will, franchises, and assets of every kind, of anycorporation, co-partnership, or individual (including the estate of adecedent), carrying on or having carried on in whole or in part, and of theaforesaid businesses or any other businesses that the Corporation may beauthorized to carry on , and to undertake, guarantee, assume and pay theindebtedness and liabilities thereof, and to pay for any such property, rights,businesses, contracts, good will, franchises or assets by the issue, inaccordance with the securities of the Corporation or otherwise.

 

(f)                                    To apply for,obtain, purchase, or otherwise acquire any patents, copyrights, licenses,trade-marks, trade-names, rights, processes, formulae and the like, which mightbe used for any of the purposes of the Corporation; and to use, exercise,develop, grant licenses in respect of, sell, and otherwise turn to account thesame.

 

(g)                                 To enter intoand perform contracts of every sort and description with any person, firm,association, corporation, municipality, county, state, nation, or other bodypolitic, or with any colony, dependency or agency of any of the foregoing.

 

(h)                                 To purchase orotherwise acquire, hold and reissue shares of its capital stock of any class;and to purchase, hold, sell, assign, transfer, exchange, lease, mortgage,pledge or otherwise dispose of any shares of stock of, or any bonds or othersecurities or evidences of indebtedness issued or created by, any othercorporation or association, organized under the laws of the State of SouthDakota or of any other state, territory, district, colony, possession ordependency of the Untied States of America, or of any foreign country; andwhile the owner or holder of any such shares of stock, voting trustcertificates, bonds or other obligations, to possess and exercise in respectthereof any and all the rights, powers and privileges of ownership, includingthe right to vote on any shares of stock so held or owned; and upondistribution of the assets or a division of the profits of this Corporation, todistribute any such shares of stock, voting trust certificates, bonds or otherobligations, or the proceeds thereof, among the stockholders of thisCorporation.

 

 

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(i)                                     To enter into,and carryout, agreements in the form of options, rights of first refusal, buyand sell agreements, or otherwise, with all or some of the holders of itsshares of capital stock, evidences of indebtedness, bonds or securities, orothers, providing, in whole or in parts, for the acquisition, purchase,redemption or disposal, or relating to the control, or restricting thetransfer, of shares of its capital stock, evidences of indebtedness, bonds orsecurities, by this Corporation and/or by others, and this provision shall alsoauthorize any such agreements to which the Corporation is not a party.

 

(j)                                     To guaranteethe payment of dividends upon any shares of stock of, or the performance of anycontract by, any other corporation, association or other venture, entity orenterprise in which the Corporation has an interest, and to endorse or tootherwise guarantee the payment of the principal and interest, or either, ofany bonds, debentures, notes, securities or other evidence of indebtednesscrated or issued by any such other corporation, association or other venture,entity or enterprise.

 

(k)                                  To loan oradvance with or without security, without limit as to amount; and to borrow orraise money for any of the purposes of the Corporation and to issue bonds,debentures, notes of other obligations of any nature (including bonds,debentures, notes and other obligations convertible into stock of theCorporation), and in any manner permitted by law, for money so borrowed or inpayment for property purchased, or for any other lawful consideration, and tosecure the payments thereof and of the interest thereon, by  mortgage upon, or pledge or conveyance orassignment in trust of the whole or any part of the Corporation, real orpersonal including contract rights, whether at the time owned or thereafteracquired; and to sell, pledge, discount or otherwise dispose of such bonds,notes or other obligations of the Corporation for its corporate purposes.

 

(l)                                     To carry on anyof the businesses hereinbefore enumerated for itself, or for account of othersin a partnership or joint venture or other entity, whether as a limited orgeneral partner or otherwise and to carry on any other business which may bedeemed by it to be calculated, directly or indirectly, to effectuate orfacilitate the transaction of the aforesaid objects or businesses, or any ofthem or any part thereof, or to enhance the value of its property, business orrights.

 

(m)                               To carry outall or any part of the aforesaid purposes, and to conduct its business in allor any of its branches in any or all states, territories, districts, colonies,possessions, and dependencies of the United States of America and in foreigncountries; and to maintain offices and agencies in any or all states,territories, districts, colonies, possessions and dependencies of the UnitedStates of America and in foreign countries.

 

                The foregoing enumeration of the purposes, objectsand business of the Corporation is made in furtherance, and not in limitation,of the powers, conferred upon the

 

 

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Corporation by law, and it is not intended,by the mention of any particular purposes, objects or business, in any mannerto limit or restrict the generality of any other purposes, objects orbusinesses mentioned, or to limit or restrict any of the powers of theCorporation, and the said Corporation shall enjoy and exercise all of thepowers and rights now or hereafter conferred by statute upon corporations.Nothing herein contained shall be deemed to authorize or permit the Corporationto carry on any business or exercise any power to do any act which acorporation formed under the laws of the State of South Dakota may not at thetime lawfully carry on or do.

 

FOURTH:

 

The post office address ofthe registered office of the Corporation is: Rural Route 3, P.O. Box 761,Aberdeen, South Dakota 57401. The resident agent of the Corporation is GarwoodG.C. Trenor, of the aforesaid address. Said resident agent is a citizen of theState of South Dakota, and actually resides therein.

FIFTH:

 

The total number of sharesof Common Stock which this corporation is authorized to issue is 5,000,000 witha par value of One Cent ($.01) per share, one vote per share, all of one class.

SIXTH:

 

The following provisions arehereby adopted for the purpose of defining, limiting and regulating the powersof the Corporation and of the directors and stockholders:

 

(a)                                  No holder ofshare of stock of the Corporation shall be entitled as such, as a matterof  right, to subscribe for or purchaseany part of any new or additional issue of stock or of securities convertibleinto stock, of any class whatsoever, whether now or hereafter authorized, and whetherissued for cash, property, services, by way of dividends or otherwise.

 

(b)                                 Cumulativevoting shall not be permitted.

 

 

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(c)                                  The Corporationreserves the right from time to time to make any amendment to its charter whichmay now or hereafter be authorized by law, including any amendments changingthe terms or contract rights of its outstanding stock by classification,reclassification, or otherwise.

 

(d)                                 The Board ofDirectors shall have the power, from time to time to fix and determine and tovary the amount of working capital of the Corporation; and to determine whetherany, and, if any, what part, of the surplus of the Corporation or of the netprofits arising form its business shall be declared in dividends and paid tothe stockholders, subject, however, to the other provisions set forth in thischarter; and to direct and determine the use and disposition of any suchsurplus or net profits. The Board of Directors may in its discretion use andapply any such surplus or net profits in purchasing or acquiring any of theshares of the stock of the Corporation, or any of its bonds, or other evidencesof indebtedness, to such extent and in such manner and upon such lawful termsas the Board of Directors shall deem expedient.

 

(e)                                  The Board of Directorsshall have the power to declare and authorize the payment of stock dividends,whether or not payable in stock of one class to holders of stock of anotherclass or classes.

 

(f)                                    The Board ofDirectors shall have the power, by articles supplementary to these articles,subject to any limitations or restrictions herein set forth or imposed by law,to classify or reclassify any unissued shares of stock, whether now orhereafter authorized, by fixing or altering in any one or more respects, fromtime to time before issuance of such shares, the preferences, rights, votingpowers, restrictions and qualifications of, the dividends on, the times andprices of redemption of, and the conversion rights of such shares.

 

(g)                                 A majority ofthe shares of common stock issued and outstanding, represented in person or byproxy, shall constitute a quorum for the transaction of business at anymeeting; and, the shareholders represented at any meeting, though less than aquorum, may adjourn a meeting to any future time.

 

If a quorum be not present,at the properly called shareholders meeting, the meeting may be adjourned bythose present, and if a notice of such adjourned meeting sent to allshareholders entitled to vote thereat, contains the time and place of holdingsuch adjourned meeting, and a statement of the purpose of the meeting, that theprevious meeting failed for lack of a quorum, and that under the provisions ofthis section, it is proposed to hold the adjourned meeting, except as may beotherwise required by law, any number of shareholders entitled to vote thereat,represented in person or by proxy, shall constitute a quorum, and the votes ofa majority of interest of those present of such meeting shall be sufficient totransact business.

 

 

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(h)                                 Directors mustbe shareholders of the corporation.

 

SEVENTH:

 

The stated capital at thetime of the execution of these Articles of Incorporation and which amount ofmoney with which this Corporation will begin business is thirty-three thousanddollars ($33,000.00).

 

EIGHTH:

 

The management of thiscorporation shall be vested in a Board of Directors composed of not less thanthree (3) and not more than seven (7) members, which number may be increased ordecreased from time to time, but shall not be less than three (3). The namesand post office address of members of the first Board of Directors are:

 
| **Name**            |   | **ADDRESS**                                               |   |
|---------------------|--------|-----------------------------------------------------------|--------|
| Craig D. Bower      |   | Rural Route #3  P.O. Box 761  Aberdeen, SD  57401    |   |
| Roger A. Day        |   | 720 South Main  Aberdeen, SD  57401                  |   |
| Garwood G.C. Trenor |   | 1015-7th Avenue  S.E.  Apt. #10  Aberdeen, SD  57401 |   |
| Murray R. Woulfe    |   | 908 South Washington  Aberdeen, SD  57401            |   |
| Herman H. Larsen    |   | P.O. Box 360  Hot Springs, AR  71901                 |   |

 

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NINTH:

The name and address of eachincorporator is:

 
| Craig D. Bower      |   | Rural Route #3  P.O. Box 761  Aberdeen, SD  57401    |
|---------------------|--------|-----------------------------------------------------------|
| Roger A. Day        |   | 720 South Main  Aberdeen, SD  57401                  |
| Garwood G.C. Trenor |   | 1015-7th Avenue  S.E.  Apt. #10  Aberdeen, SD  57401 |
| Murray R. Woulfe    |   | 908 South Washington  Aberdeen, SD  57401            |
| Herman H. Larsen    |   | P.O. Box 360  Hot Springs, AR  71901                 |

 

IN WITNESS WHEREOF, we haveeach signed these Articles of Incorporation this 14th day ofDecember 1979, and we each acknowledge the same to be our act and that to thebest of our knowledge, information and belief all matters and facts statedherein are true in all material respects and that this statement is made underthe penalties of perjury.

 
|                           |   |   |                                | /s/   Craig D. Bower   |
|--------------------------------|--------|--------|-------------------------------------|----------------------------------|
|                           |   |   |                                | Craig D. Bower                   |
|                           |   |   |                                |                             |
|                           |   |   |                                | /s/   Roger A. Day     |
|                           |   |   |                                | Roger A. Day                     |
|                           |   |   |                                |                             |
| /s/   Dennis Maloney |   |   | /s/   Garwood G.C. Trenor |
| Dennis Maloney                 |   |   | Garwood G.C. Trenor                 |
|                           |   |   |                                |                             |
|                           |   |   |                                | /s/   Murray R. Woulfe |
|                           |   |   |                                | Murray R. Woulfe                 |

 

 

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|   |   |   |   | /s/   Herman H. Larsen |
|--------|--------|--------|--------|----------------------------------|
|   |   |   |   | Herman H. Larsen                 |

 

 

 

STATE OF SOUTH DAKOTA

 

COUNTY OF BROWN

 

I, /s/   Modestha Schnoes, a notary public, herebycertifies that on the 14th day of December, 1979, before mepersonally appeared CRAIG D. BOWER, ROGER A. DAY, GARWOOD G.C. TRENOR, MURRAYR. WOULFE, and HERMAN H. LARSEN, who being by me first duly sworn, severallydeclare that they are the persons who signed the foregoing document asincorporators, and that the statements therein contained are true.

 
|   | /s/   Modestha Schnoes |                        |   |
|--------|----------------------------------|-----------------------------|--------|
|   |                             | Notary  Public              |   |   |
|   |                             | Brown  County, South Dakota |   |   |
|   |                             |                        |   |   |

 

My commission expires:

 

April 14, 1981

 

 

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ARTICLESOF AMENDMENT

 

OF

 

MIDWESTMANAGEMENT & MARKETING CORPORATION

 

KNOW ALL MEN BY THESE PRESENTS:

 

That we, the undersigned,CRAIG D. BOWER and GARWOOD G.C. TRENOR, President and Secretary respectively ofthe said MIDWEST MANAGEMENT & MARKETING CORPORATION, do hereby certify thatthe following constitutes amendment to the Articles of Incorporation, datedDecember 14, 1979, which was duly adopted at a meeting regularly held andcalled in the office of the corporation in the City of Aberdeen, Brown County,South Dakota, on the 27th day of December, 1979, at ONE o’clock P.M.of said day at which meeting all stockholders were present in person pursuantto notice given as required by the Articles of Incorporation of thecorporation, and the By-Laws of the corporation, and the laws of the State ofSouth Dakota, and further certify as follows:

 

FIRST:

 

That the name of thecorporation is MIDWEST MANAGEMENT & MARKETING CORPORATION.

 

SECOND:

 

That Article Sixth,subparagraph (b), which reads “(b) Cumulative voting shall not be permitted”shall be deleted and that thereafter subparagraphs (c) through (h) shall become(b) through (g).

 

THIRD:

 

That such amendment does notprovide for an exchange or cancellation of any issued and outstanding sharesand does not affect the stated capitalization of the corporation. That thereare no prior amendments to the Articles of said corporation on file in theoffice of the Secretary of State of the State of South Dakota. That the aboveaction of the stockholders of said corporation was done in accordance with theprovisions of Chapter 47 of the South Dakota Codified Laws and acts amendatorythereto. That other than the change in the deletion of subparagraph (b) inSection Sixth, above set out, that the Articles of Incorporation originallyadopted shall be in no other manner affected or changed.

 

IN WITNESS WHEREOF, theparties have hereunto set their hands and affixed the official corporate sealof the corporation this 27th day of December, 1979.

 

 

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|   | /s/   Craig D. Bower  |   |
|--------|---------------------------------|--------|
|   | Craig D. Bower, President       |   |
|   |                            |   |
|   | /s/  Garwood G.C. Trenor   |   |
|   | Garwood G.C. Trenor,  Secretary |   |

 
| STATE OF SOUTH DAKOTA | )   |
|-----------------------|-----|
|                  | :ss |
| COUNTY OF BROWN       | )   |

 

CRAIG D. BOWER and GARWOODG.C. TRENOR, each being severally sworn, depose and state that they have readthe within and foregoing Articles of Amendment and know the contents thereofand the same are true they have affixed their names thereto and affixed theofficial seal of the corporation to the Articles of Amendment.

 

 
|   | /s/   Craig D. Bower      |   |
|--------|-------------------------------------|--------|
|   | Craig D. Bower                      |   |
|   |                                |   |
|   | /s/   Garwood G.C. Trenor |   |
|   | Garwood G.C. Trenor                 |   |

 

Subscribed and sworn tobefore me this 27th  day ofDecember, 1979.

 

 
|   | /s/   Delorias Wolstad |   |
|--------|----------------------------------|--------|
|   | Notary  Public                   |   |
|   | Brown  County, South Dakota      |   |

 

 

My commission expires:

 

February 21, 1982

(SEAL)

 

 

 

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ARTICLESOF AMENDMENT

 

OF

 

WORLDSERVICES, INC.

 

(FORMERLYMIDWEST MANAGEMENT & MARKETING CORPORATION)

 

KNOW ALL MEN BY THESE PRESENTS:

 

That we, the undersigned,Murray R. Woulfe and Tamara R. Sahli, President and Secretary respectively ofWorld Services, Inc., formerly Midwest Management & Marketing Corporation,do hereby certify that the following constitutes the amendment to the Articlesof Incorporation dated December 14, 1979 which was duly adopted at a meetingregularly held and called pursuant to notice at the Sheraton Inn, North Highway281, Aberdeen, South Dakota, on July 7, 1983 at 10:00 o’clock A.M., at whichmeeting a quorum of stockholders was present in person and by proxy, asfollows:

 

FIRST:

 

The name of the corporationis Midwest Management & Marketing Corporation.

 

SECOND:

 

The amendment adopted by thestockholders is as follows:

 

I

 

That Article “First” beamended to read as follows:

 

The name of the corporationhereinafter referred to as the “corporation” is: WORLD SERVICES, INC.

 

II

 

That Article “Fifth” beamended to read as follows:

 

The total number of sharesof common stock which this corporation is authorized to issue is 50,000,000with a par value of one cent ($.01) per share, one vote per share, all of oneclass.

 

THIRD:

 

As of the record dateestablished by the Board of Directors and set forth in the Notice of SpecialMeeting, the number of shares outstanding was 2,946,117, and the number ofshares entitled to vote on said amendment was 2,946,117. There being no classvoting on the amendment, the number of shares voting for and against theamendment was:

 

 

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| Paragraph I:  |   | 2,421,140, For; |   | 24,926, Against.  |
|---------------|--------|-----------------|--------|-------------------|
| Paragraph II: |   | 2,331,734, For; |   | 114,332, Against. |

 

IN WITNESS WHEREOF theparties have hereunto set their hands and affixed the official corporate sealof the corporation this 7th day of July, 1983.

 
|   |   |   |   |   |   | /s/   Murray R. Woulfe |   |
|--------|--------|--------|--------|--------|--------|----------------------------------|--------|
|   |   |   |   |   |   | Murray R. Woulfe,  President     |   |
|   |   |   |   |   |   |                             |   |
|   |   |   |   |   |   | /s/   Tamara R. Sahli  |   |
|   |   |   |   |   |   | Tamara R. Sahli, Secretary       |   |

 

 
| State of South Dakota | )   |
|-----------------------|-----|
|                  | )ss |
| County of Brown       | )   |

 

 

Murray R. Woulfe and TamaraR. Sahli, each being severally sworn, depose and state that they have read thewithin and foregoing Articles of Amendment and know the contents thereof andthe same are true and they have affixed their names thereto and affixed theofficial seal of the corporation to the Articles of Amendment.

 
|   |   |   |   |   |   | /s/   Murray R. Woulfe |   |
|--------|--------|--------|--------|--------|--------|----------------------------------|--------|
|   |   |   |   |   |   | Murray R. Woulfe                 |   |
|   |   |   |   |   |   |                             |   |
|   |   |   |   |   |   | /s/   Tamara R. Sahli  |   |
|   |   |   |   |   |   | Tamara R. Sahli                  |   |

 

Subscribed and sworn tobefore me this 7th day of July, 1983.

 
|   |   |   |   |   |   |                            |   |
|--------|--------|--------|--------|--------|--------|---------------------------------|--------|
|   |   |   |   |   |   | /s/   Debora Cheseman |   |
|   |   |   |   |   |   | Notary  Public                  |   |
|   |   |   |   |   |   |                            |   |
| (SEAL) |   |   |   |   |   | Notary Print Name:              |   |
|   |   |   |   |   |   |                            |   |
|   |   |   |   |   |   | My Commission Expires:  6-15-84 |

 

 

 

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ARTICLESOF AMENDMENT

 

OF

 

WORLDSERVICES, INC.

 

KNOW ALL MEN BY THESE PRESENTS:

 

That we, the undersigned,Murray R. Woulfe, and Tamara R. Sahli, President and Secretary, respectively,of World Services, Inc. do hereby certify that the following constitutes theAmendment to the Articles of Incorporation dated December 14, 1979 which wasduly adopted at a meeting regularly held and called pursuant to notice at theSheraton Inn, North Highway 281, Aberdeen, South Dakota, on December 15, 1983at 2:00 o’clock P.M., at which meeting a quorum of stockholders was present inperson and by proxy, as follows:

 

FIRST

 

The name of the corporationis World Services, Inc.

 

SECOND

 

The Amendment to theArticles of Incorporation dated December 14, 1979 adopted by the stockholdersis as follows:

 

That Article “Eighth” beamended to read as follows:

 

The management of thiscorporation shall be vested in a Board of Directors composed of not less thanthree (3) nor more than nineteen (19) members, which number may be increased ordecreased from time to time, but shall not be less than three (3).

 

THIRD

 

As of the record dateestablished by the Board of Directors and set forth in the Notice of Meeting,the number of shares outstanding was 3,243,145 and the number of sharesentitled to vote on said amendment was 3,243.146. There being no class votingon the amendment, the number of shares voting for and against the amendmentwas: 2,162,250 for 19,553 against.

 

IN WITNESS WHEREOF theparties have hereunto set their hands and affixed the official corporate sealof the corporation this 30th day of December, 1983.

 
|   |   |   |   |   | /s/   Murray R. Woulfe |   |
|--------|--------|--------|--------|--------|----------------------------------|--------|
|   |   |   |   |   | Murray R. Woulfe                 |   |
|   |   |   |   |   | President                        |   |

 

 

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(CORPORATE SEAL)
|   |   |   |   |   | /s/   Tamara R. Sahli |   |
|--------|--------|--------|--------|--------|---------------------------------|--------|
|   |   |   |   |   | Tamara R. Sahli                 |   |
|   |   |   |   |   | Secretary                       |   |

 

 
| State of South Dakota | )   |
|-----------------------|-----|
|                  | )ss |
| County of Brown       | )   |

 

Murray R. Woulfe and TamaraR. Sahli, each being severally sworn, depose and state that they have read thewithin and foregoing Articles of Amendment and know the contents thereof andthe same are true and they have affixed their names thereto and affixed thecorporate seal of the corporation to the Articles of Amendment.

 
|   |   |   |   |   | /s/   Murray R. Woulfe |   |
|--------|--------|--------|--------|--------|----------------------------------|--------|
|   |   |   |   |   | Murray R. Woulfe                 |   |
|   |   |   |   |   |                             |   |   |
|   |   |   |   |   | /s/  Tamara R. Sahli        |   |
|   |   |   |   |   | Tamara R. Sahli                  |   |
|        |        |        |        |        |                                  |        |  |

 

 

Subscribed and sworn tobefore me this 30th day of December, 1983.

 
|   |   |   |   |   |   | /s/   Ann C. Benson     |   |
|--------|--------|--------|--------|--------|--------|-----------------------------------|--------|
|   |   |   |   |   |   | Notary Public                     |   |
|   |   |   |   |   |   |                              |   |
| (SEAL) |   |   |   |   |   | Notary Print Name: Ann C.  Benson |
|   |   |   |   |   |   | My Commission Expires:  10-11-85  |

 

 

 

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ARTICLESOF AMENDMENT

 

OF

 

WORLDSERVICES, INC.

 

KNOW ALL MEN BY THESE PRESENTS:

 

That we, the undersigned,Murray R. Woulfe and Floyd E. Meidinger, President and Secretary, respectively,of World Services, Inc. do hereby certify that the following constitutes theAmendment to the Article of Incorporation filed December 17, 1979, assubsequently amended, which was duly adopted at a meeting regularly held andcalled pursuant to notice at the Aberdeen Inn, 2727 SE Sixth Avenue, Aberdeen,South Dakota 57401, on September 29, 1988 at 2:00 p.m., at which meeting aquorum of shareholders was present in person or by proxy, as follows:

 

FIRST

 

The name of the corporationis World Services, Inc.

 

SECOND

 

The amendment so adopted bythe shareholders is as follows:

 

That Article “Fifth” bedeleted in its entirety and substituted in its stead shall be the followingArticle “Fifth”:

 

(a)           The total number of shares of all classes of capital stockwhich the Corporation shall have the authority to issue is 510,000,000, $.001per value, consisting of 500,000,000 shares of common stock (the “CommonStock”) and 10,000,000 shares of preferred stock (the “Preferred Stock”). Eachshare shall have one vote, and the voting of shares shall be by class.

 

(b)           (i)  Share ofPreferred Stock, when issued: (A) Will be entitled to cumulative dividends (ifthe payment of any dividends are authorized); (B) Will have preference overshares of Common Stock as to the payment of dividends if the shares ofPreferred Stock are entitled to the payment of any dividends; (C) Shall have apreference in the assets of the corporation upon the voluntary or involuntaryliquidation of the corporation as established by the Board of Directors; and(D) In addition, when so designated by the Board of Directors by resolutionauthorizing the creation of any series of Preferred Stock, the shares of suchseries shall be convertible into shares of Common Stock in the ratioestablished by the Board of Directors.

 

 

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(ii)  The Board of Directors is expresslyauthorized at any time and from time to time to provide for the issuance ofshares of Preferred Stock in one or more series, and, subject to the provisionsof these Articles of Incorporation and law, the Board may fix and determine therelative rights and preferences of the various series, including the followingwhich may vary between series: (A) the rate of dividend (if any); (B) The priceat and the terms and conditions on which shares may be redeemed; (C) The amountpayable upon shares in event of involuntary liquidation (if any); (D) Theamount payable upon shares in event of voluntary liquidation (if any); (E)Sinking fund provisions for the redemption or purchase of shares (if any); and (F)The terms and conditions on which shares may be converted (if any).

 

(c)           (i) The holders of Common Stock shall have and possess allrights as shareholders of the corporation, including such rights as may begranted elsewhere by these Articles of Incorporation, except as such rights maybe limited by the preferences, privileges, and voting powers and therestrictions and limitations of the Preferred Stock.

 

(ii)Subject to preferential dividend rights, if any, of the holders of PreferredStock, dividends upon the Common Stock may be declared by the Board ofDirectors and paid out of any funds legally available therefor at such timesand in such amounts as the Board of Directors shall determine.

 

(d)           Dividends on shares of Common Stock and Preferred Stock maybe paid in shares of Common Stock or Preferred Stock.

 

(e)           The capital stock of the corporation, after the amount ofthe subscription price has been paid in, shall not be subject to assessment topay the debts of the corporation.

 

(f)            Any stock of the corporation may be issued for money,property, services rendered, labor done, cash advanced for the corporation, orfor any other assets of value in accordance with the action of the Board ofDirectors, whose judgment as to value received in return therefor shall beconclusive, and said stock when issued shall be fully paid and non-assessable.

 

THIRD

 

As of the record dateestablished by the Board of Directors and set forth in the Notice of Meetingthe number of shares outstanding was 5,163,925 and the number of sharesentitled to vote on said amendments was 5,163,925. There being no class votingon the amendment, the number of shares voting for and against the amendment was2,930,622 for 482,031 against.

 

 

IN WITNESS WHEREOF theparties have hereunto set their hands and affixed the official corporate sealof the corporation this 26th day of October, 1988.

 

 

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|             |   |   |   |   |   | /s/   Murray R. Woulfe   |   |
|------------------|--------|--------|--------|--------|--------|------------------------------------|--------|
|             |   |   |   |   |   | Murray R. Woulfe,  President       |   |
| (CORPORATE SEAL) |   |   |   |   |   |                               |   |
|             |   |   |   |   |   | /s/   Floyd E. Meidinger |   |
|             |   |   |   |   |   | Floyd E. Meidinger,  Secretary     |   |

 

 

 
| STATE OF SOUTH DAKOTA | )    |
|-----------------------|------|
|                  | ) ss |
| COUNTY OF BROWN       | )    |

 

 

Murray R. Woulfe and FloydE. Meidinger, each being severally sworn, depose and state that they are thePresident and Secretary respectively, of World Services, Inc. and that theyhave read the foregoing Articles of Amendment and know the contents thereof,and the same are true and they have affixed their names thereto and affixed theseal of the corporation to these Articles of Amendment.

 
|             |   |   |   |   |   | /s/   Murray R. Woulfe   |   |
|------------------|--------|--------|--------|--------|--------|------------------------------------|--------|
|             |   |   |   |   |   | Murray R. Woulfe                   |   |
| (CORPORATE SEAL) |   |   |   |   |   |                               |   |
|             |   |   |   |   |   |                               |   |
|             |   |   |   |   |   | /s/   Floyd E. Meidinger |   |
|             |   |   |   |   |   | Floyd E. Meidinger                 |   |

 

 

Subscribed and sworn tobefore me this 26th day of October, 1988.

 
|   |   |   |   |   | /s/   James Croner |   |
|--------|--------|--------|--------|--------|------------------------------|--------|
|   |   |   |   |   | Notary Public                |   |
|   |   |   |   |   |                         |   |
| (SEAL) |   |   |   |   | Address: P.O. Box 970        |   |
|   |   |   |   |   | Aberdeen, SD  57402     |   |

 

My commission expires on:                                1-27-95

 

 

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ARTICLESOF AMENDMENT

 

OF

 

WORLDSERVICES, INC.

 

KNOW ALL MEN BY THESE PRESENTS:

 

That the undersigned, RonneTarrell, the President of World Services, Inc., does hereby certify that thefollowing constitutes the amendment to the Articles of Incorporation of WorldServices, Inc., a South Dakota corporation, as amended, which was duly adoptedat a special meeting of the shareholders called and held pursuant to noticeduly given at the Ramada Inn, 2727 Sixth Avenue Southeast, Aberdeen, SouthDakota, 57401, on February 20, 2002 at 2:00 p.m. local time, at which meeting aquorum of shareholders was present in person or by proxy, as follows:

 

FIRST

 

The name of the corporationis World Services, Inc.

 

SECOND

 

The amendment so adopted bythe shareholders is as follows:

 

A new Article Nine shall beadded and shall read as follows:

 

NINTH:

 

Theprovisions of the South Dakota Domestic Public Corporation Takeover  Act (S.D.C.L. §§ 47-33-8 through 47-33-16)do not apply: (A) to the acquisition by Super 8 Motel Developers, Inc. of WorldServices common stock pursuant to the tender offer it commenced on October 3,2001 (including any amendment or extension thereof), or (B) if the acquisitiondescribed in clause (A) is completed, to any subsequent acquisition; provided,however, that if the tender offer described in clause (A) is terminated andsuch acquisition is not completed, the World Services Board of Directors shallhave the authority to further amend these articles of incorporation to deletethis Article Nine without further action by the shareholders.

 

 

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THIRD

 

As of the record dateestablished by the Board of Directors and set forth in the Notice of Meeting,there was one class of stock issued and outstanding, consisting of 2,639,679common shares, all of which were entitled to vote on said amendment.

 

FOURTH

 

There were present at saidspecial meeting of shareholders on February 20, 2002, 1,860,340 shares ofcommon stock represented in  person orby proxy, which shares were voted as follows:

 

•                  1,765,757 shares werevoted “FOR” said amendment;

•                  79,206 shares werevoted “AGAINST” said amendment; and

•                  15,377 shares werevoted to “ABSTAIN.”

 

IN WITNESS WHEREOF, theundersigned President of the corporation, Ronne Tarrell, has hereunto set hishand and affixed the official corporate seal of the corporation to thisamendment on this 20th day of February, 2002.

 
|   |   |   |   | /s/   Ronnie Tarrell |   |
|--------|--------|--------|--------|--------------------------------|--------|
|   |   |   |   | Ronne Tarrell                  |   |
|   |   |   |   |                           |   |

 
| STATE OF SOUTH DAKOTA | )    |
|-----------------------|------|
|                  | )ss. |
| COUNTY OF BROWN       | )    |

 

Ronne Tarrell, being firstduly sworn upon his oath, deposes and states that he is the duly elected andacting President of World Services, Inc., that he has read the foregoingArticles of Amendment and knows the contents thereof and the same are true andhe has affixed his name thereto and affixed the seal of the corporation tothese Articles of Amendment.

 
|   |   |   |   |   | /s/   Ronnie Tarrell |   |
|--------|--------|--------|--------|--------|--------------------------------|--------|
|   |   |   |   |   | Ronne Tarrell                  |   |

[CORPORATE SEAL]

 

Subscribed and sworn tobefore me this 20th day of February, 2002.

 
|          |   |   |   |   | /s/   Robert M. Ronayne  |   |
|---------------|--------|--------|--------|--------|------------------------------------|--------|
|          |   |   |   |   | Notary Public                      |   |
|          |   |   |   |   | Robert M. Ronayne                  |   |
|          |   |   |   |   | P.O. Box 759                       |   |
| [NOTARY SEAL] |   |   |   |   | Aberdeen, South Dakota  57402-0759 |

 

My commission expires: 5/5/2004

 

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