EX-3 6 araaomnv.txt ARTICLES OF MERGER - NEVADA ARTICLES OF MERGER These Articles of Merger are submitted for filing to the Secretary of State of the State of Nevada pursuant to Nevada Revised Statutes Section 92A.200. Article I Plan of Merger Pursuant to the provisions of Section 92A of the Nevada Revised Statutes, Aradyme Development Corporation, a Nevada corporation ("Aradyme"), 677 East 700 South, Suite 201, American Fork, Utah 84003, and Albion Merger Corporation, a Utah corporation ("MergerCo"), 24351 Pasto Road, Suite B, Dana Point, California 92629, entered into a Plan of Merger by the terms of which MergerCo became the surviving corporation in said merger and changed its name to Aradyme Development Corporation as the surviving corporation. Article II Approval of Plan of Merger The Plan of Merger has been presented to the stockholders and directors of the constituent corporations in the manner required by law and the corporations' articles of incorporation and bylaws and has been approved as follows: The directors of Aradyme approved and adopted the Plan of Merger by unanimous written consent dated February 7, 2003. The common stockholders of Aradyme approved and adopted the Plan of Merger by majority written consent dated March 7, 2003. The preferred stockholders of Aradyme approved and adopted the Plan of Merger by majority written consent dated March 7, 2003. The directors of MergerCo approved and adopted the Plan of Merger by unanimous written consent dated March 7, 2003. The sole stockholder of MergerCo approved and adopted the Plan of Merger by majority written consent dated March 13, 2003. Article III Terms of Plan of Merger The merger provided for herein shall become effective at the close of business on the date it is filed with the Secretary of State of the State of Nevada and the Utah Department of Commerce, Division of Corporations and commercial Code of the State of Utah. The terms of the Plan of Merger provided that the holders of common stock of Aradyme will receive an equal number of shares on a pro rata basis of common stock of the parent corporation of MergerCo, Albion Aviation, Inc., a Delaware corporation, and that the holders of preferred stock of Aradyme will receive an equal number of shares on a pro rata basis of the preferred stock of Albion Aviation, Inc. As consideration, the issued and outstanding shares of Aradyme common stock and preferred stock will be surrendered for cancellation to MergerCo and canceled without any consideration issued therefor. The Plan of Merger is attached hereto and marked as Exhibit A. Article IV Articles of Incorporation; Amendment The articles of incorporation of MergerCo shall be the articles of incorporation of the surviving corporation with the following specific amendment: Article I Name The name of the corporation shall be Aradyme Development Corporation. Article V Surviving Corporation The address of the surviving corporation shall be: Aradyme Development Corporation 677 East 700 South, Suite 201 American Fork, Utah 84003 IN WITNESS HEREOF, these Articles of Merger have been signed this 13th day of March, 2003. ARADYME DEVELOPMENT CORPORATION By Kirk L. Tanner, President ALBION MERGER CORPORATION By James R. Spencer, President