-. 7-Leanf-r?CERTIFICATE OF INCORPORATION the Certi?cate of Incorporation, executed and ackuoI-viedged by CORPORATE CONSULTING, INC. has been ?ied in the of?ce of the Secretaty of State as provided by the iaws of the State of Okiahoma. NOW THEREFORE, I, the undersigned, Secretary of State of the State of Oklahoma, by virtue of the powers vested in me by law, do hereby issue this. Cam-?mm evidencing such ?ling, -. IN TESHMONY WHEREOE [hereunto set my hand arid cause to be affired the Great Seal of the State of Okt?ahoma. 7 Fitea? in me City of Oklahoma City this . am day of OCTOBER 3 19 91 . I Segre, of?smte t? CERTIFICATE. OF INCORPORATION OF I FILED CORPORATE CONSULTING, INC. OCT 0 8 1991 - . - - - OKMHOMA swagger TO THE SECRETARY OF OFSTATE OF. OKLAHOMA: I, Dream?: Baker of 1302 Canyon Park: Circle, Suite B, Edmond, Oklahoma 73013,-the undersigned incorporator, being legally competent to enter into contracts, for the purpose of forming a corporation under the "Oklahoma General Corporation Act? of the State of Oklahoma, - ARTICLE I The name of the corporation is: CORPORATE CONSULTING, INC. I ARTICLE II The address of its registered office in the State of Oklahoma is 1802 Canyon Park Circle, Suite B,'Edmond, Oklahoma 73013 and the name of its registered agent at such address is D. Gerow Baker. - am This corporation is-lto have perpetual existance. I I ARTICLE lV . The Objects and purposes. for which thecorporation is formed are as follows: A communication, consulting and public relations firm and to engage in any lawfulact or ctivity for which corporations may be organized under the general corporation law' of Oklahoma, including but not limited to: take, purchase and otherwise acquire, own, hold, use, sell, assign, trans-fer, exchange, lease, mortgage, convey in trust, pledge, hypothecate, grant licenses in respect of and otherwise diSpose of letters patent of the United States, or any foreign country, patent right licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names; and government, state, territorial, county, and municipal grants and concessions oi every character corporation may deem advantageous in the prosecution Of its business or in the maintenance, the prosecution of. its business orin the maintenance, Operation, development or extension of its properties. - acquire bylease, gilt, types of transportation equipment necessary [or or. delivery 91 products and merchandise offered for corporatidn, and to apply lor, receive and hold licenses and certificates of convenienceand other transportation facilities for'the. carriageof the products and merchandise of the Corporation, far its own benefit or' for the account of its customers, or principals purchase, acquire, own, hold, use, lease, either as lessor or lessee, rent, sublet, grant, sell, exchange, subdivide, mortgage, manage, improve, cultivate, develop, maintain, construct, operate and generally deal in, any real estate, improved or unimproved, as may be permitted by the Constitution and laws of the State of Oklahoma and wheresoever situated outside of the State of Oklahoma._ enter into, make, perform and carry out contract, of every kind for any lawful'purpose, without limit as to amount, with any person, partnership firm association or incorporation, municipality, county, parish state, territory, government, (foreign or domestic) or other municipal or governmental subdivision. become a partner (either general or limited or both) and to enter into agreements of partnership with one or more other persons, corporations, trust association, partnership, firm, for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which maybe'calculated, directly or indirectly, to promote the interest of this corporation or to enhance the value of'its property or business. acquire, by purchase or otherwise, own, hold, use, buy, sell, convey, grant, assign, transfer, exchange, lease (as lessors or lessees), rent, sublet, mortgage, conVey in trust, pledge, the good will, business, property rights, franchises, and assets of every kind, with or without undertaking, either wholly or in part, the liabilities, of any person, firm, association, or incorporation; and to vauire any pr0perty or business as a going concern orotherwise; by purchase of the assets thereof'wholly or. in part; by acquisition of the shares or'any part thereof; or in any other manner, and to pay for the same in cash or in the shares or bonds or other evidence fof indebtedness of this corporation, or otherwise; to hold,__maintain, and operate, or in any manner dispose of the whole or any part of the good will, business, rights and prOperty so acquired, and to conduct in any lawful - manner, the whole or any part of any business so acquired; and to exercise . all the powers necessary or convenient in and about the management of such business. . subscribe or cause to be subscribed for, and to take, purchase, and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute and otherwise diSpose of, the whole or any part or the shares _of the capital stock, bonds, mortgages, securities, obligations, evidencos of indebtedness, notes,'good will, rights, assets and property of'any'and every kind, or any part thereof, of any other corporation, association, firm or person, together with the shares, rights, units or interest in or in reSpect of any trust estate, now or hereafter existing, and'whether created by the laws of the State of Oklahoma or of any other state,'territory or country; and to operate, manage and control such properties or any of them, either in the name of such other corporation, "and, while the owner'of any of said shares of capital stock, to exercise all of the rights, privileges, and ownership of every kind and description, including the right. to vote thereon, with power to designate same person or' persons [or that purpose from time to time,_and_ to the same extent asnatural persons might or' Coulddo- . .1 promote or to aid in any manner, financially or otherwise, any person, firm, corporation, or association of which any shares of stock, bonds, notes, or other securities or evidence of indebtedness are held directly or indirectly by this corporation; and other obligations of such other persons, firms, corporations, or associations; and to do any other acts or things designated to protect, preserve, improve or enhance the value of such shares, bonds, notes, or other securities or evidence of indebtedness. J. borrow and lend money and to make all necessary contracts either to borrow or to loan money, and to secure or to take security for the same as the corporation may desire. K. carry on any business whatsoever, either-as principal, agent or partner, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated directly or indirectly to promote the interests of this corporation or to enhance the value of its property or business; and to conduct its business in this state, in other states, in the District of Columbia, in the territories and colonies of the United States, and in foreign countries. L. purchase or otherwise acquire, from time to time, shares of its own capital stock, and to own, hold, sell, transfer, or reissuo such shares. M. have one or more offices within or without the State of Oklahoma, to carry on all or any of its operations, and to conduct its business, so far as permitted by law, in any and all states, territories, possessions and dependencies of the United States, in the District of Columbia and in foreign countries. carry out all or any of'the foregoing objects and purposes as principal or agent, and alone or with associates, or to the extent now or hereafter permitted by the laws of the State of Oklahoma, as a member of, or as the owner or holder of any stock of, or shares of interest in, any trust, assoCiation, partnership, firm, corporation or other entity. 0. do any and all such further acts and things and to exercise any and all such further powers as may be necessary, incidental, conducive, appropriate or desirable for the accomplishment or carrying out of attainment of all or any of the foregoing objects or purposes, alone or jointly, with natural persons or any legal entity, and to have and to exercise all the powers conferred by the laws of the State of Oklahoma upon corporations, as such laws are now in effect or may at any time hereafter be amended. ARTICLE Authorized Stock and Stock Attributes .- l. Authorized Stock: The aggregate number of. shares which the corporation shall have authority to allot is five thousand (5000), divided into one class. The designated class shall be Common Stock and the parvalue of each share-is $1.00 with a total value -oi $5000.00. . - - .. . .s 2. Series of Stock. The Board of Directors may divide any class of shares into series and may fix and determine the relative attributes of series so established, as follows: - - A. The number and designation of series of shares in any class and the number of shares in any series, provided that no allotted shares, except in the exercise of conversion rights, be shifted from one series or class to another series or class, or otherwise have their attributes altered. B. The dividend rate of any unallotted shares of any series or class. C. The terms and conditions of conversion of any unallotted convertible shares of any class or series. D. The redemptive price and terms and conditions of redemption of any Unallotted shares of any series or class. - E. The liquidation price of any Unallotted shares of any Series or Class. 3. Limitations as to Stock. The Board shall not create a sinking fund in respect . to any series unless provisions for a sinking fund, at least as beneficial to all allotted shares of the same class, shall either then exist or at that time be created or provided for. At least one class of shares shall have full voting privileges, except as limited or restricted by voting privileges, contingently or temporarily conferred upon some other class or classes of shares. All shares of any one class shall have the some voting privileges and restrictions, unless a class be divided into series; and in such case, all the shares of any one series shall have the same voting privileges, conversion, redemptive and other rights, preferences, privileges, and restrictions. No shares, with or without par value, shall be allotted bysuch corporation except in consideration of money or property, including intangibles actually received, labor or services actually surrendered, cancelled, or reduced, or funds or other assets transferred from surplus to stated capital unpon the allotment of a? share dividend. . The Board of Directors shall determine and 'state by resolution in monetary terms the fair value'to the corporation of any consideration other than money for which such shares are allotted. Shares for which the consideration shall have been received, performed or surrendered to the corporation shall befully paid and nonassessable. The Directors may allot shares having par value for such consideration not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. ARTICLE VI The number of directors of this corporation'shall be Specified in the by-laws, and such number may from time to time be increased or decreased under the by~laws or any amendment or change thereof, provided the number of directors of the corporation shall not be less than one (1) nor more than three (3). The name and address of the person who will serve as director is: D. Gerow Baker, 1302 Canyon Park Circle, Suite B, Edmond, Oklahoma 73013. Directors and officers need not be shareholders. in case of Vacancies in the Board of Directors, a majority of the remaining members of the Board, even IthOUgh less than a quorum, may elect Directors to fill such vacancies to hold officeuntil the next annual meeting of the shareholders. ARTICLE V11 iThefollowing provisions will regulate the internal affairs of the corporation: 1. Bylaws. -The Bylaws for thegoverning of this corporation may be adOpted, amended, altered, repealed, or readopted by the Board of Directors at any stated or special meeting of such board, but the powers of such directors in this regard Shall at all times be subject to the rights of the shareholders to alter or repeal such Bylaws at any'annual meeting Of shareholders, and the power of the Board of Directors shall not extend to any amendment of the Bylaws respecting the number, qualifications, classifications, or term of office of the members of the Board of Directors. 2. Transactions Involving Related Parties. No contract or other transaction between this Corporation, whether or not a majority of shares of the capital stock of such other corporation is owned by this corporation, and no act of this Corporation shall in any way be affected by the fact that any of the Directors of this Corporation are pecuniarily. or otherwise interested in, or are directors or officers of' such other corporation; any Directorindividually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of this Corporation; provided, however, that the fact that he or such firm is so interested shall be disclosed or. shall have been made known to the Board of Directors, or a majority thereof, and any Director of this Corporation who is also a director or officer of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the Corporation which shall authorize such contract or transaction and may vote at such meeting to authorize such contract or transaction with like force and effect as if he were not such director or officer of such other corporation or not so interested. .In furtherance and not in limitation of the powers conferred by the laws of the State of Oklahoma, the Board of Directors of this Corporation-is expressly authorized to cause its officers to execute mortgages and liens upon, and grant security interests in, the property, both real and personal, and upon the franchises of this Corporation; 3. Officers: The officers of the corporation shall consist of a President, Vice- President, Secretary/Treasurer. The office of President and Secretary/Treasurer may be filled by the same individual. The offiCe of Secretary/Treasurer may be Split into two offices or remain as one office. a. - indemnification. This corporation shall indemnify any and all persons who may serve or who have served at any time as Directors or officers and their respective heirs, administrators, successors and assigns, against any and all expenses, including amounts paid Upon judgments, counsel fees and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim,.action, suit or proceeding in which they, or any of them, are made parties, or a party, of which may be asserted against them or any of them, _by"rea?son of being or having been Directors or officers of the Corporation, except in" relation to matters as to which any such Director or officer or former Director or oiliCcr or person shall be adjudged in any action, suit or proceeding to be liable for his fraud, gross negligence or gross misconduct involving the Corporation in the performance of his duties. Such:indemniflCation shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders or otherwise. .i V. aclinowledgedmto me that he executed the same as his free an .- .3 4c 5. No Right to Dissent. No right to dissent shall exist shareholder as to any corporate action if such actio written consent of the holders of at least ninet of the corporation, nor shall any such right to the Shares of any class or classes of stock the vote or written consent or the holders outstanding shares and of at least three classes. in behalf of any shall be approved by the vote or percent Of all outstanding shares dissent exist in behalf of the holders of it such corporate action be approved by of at least ninety percent of all -fourths of the shares of such class or THE UNDERSIGNED, for the of the State of Oklahoma, set my hand purpose of forming a corporation under the laws does certify this this A the facts herein stated are true, and has day of 1991. 2% D. Gerow Baker STATE OF OKLAHOMA . COUNTY OF LOGAN .;'BefOre me, a Notary Public in and for said County and State, on this {f of l, 1991, personally'appeared D. Gerow Baker, iderg?caluperson who executed the within andtoregoing Certifi day to me known to be the cate of Incorporation and voluntary act and deed did-?1? 3x Notaryypublic - he use; ?tj purposes therein set forth. 0 we a d? H'Llc: mantith 5:3?ch .Jr .IacomrnissiOn eitpires: . Icl? I . jammy a, 19.93