EX-3 5 araaomut.txt ARTICLES OF MERGER - UTAH ARTICLES OF MERGER These Articles of Merger are submitted for filing to the Utah Department of Commerce, Division of Corporations and Commercial Code of the State of Utah pursuant to Utah Code Ann. ss. 16-10a-1105. Article I Plan of Merger Pursuant to the provisions of Utah Code Ann. ss. 16-10a-1105, 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 Capital Stock of the Constituent Corporations The respective designations and number of shares of each class and series of capital stock of the constituent corporations outstanding on the day of the Plan of Merger were as follows:
Name of Corporation Designation of Shares Number of Shares Outstanding MergerCo Common stock 1 Aradyme Common stock 13,113,574 Preferred stock 12,000
Article III 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 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, representing 11,328,556 shares, or 86%, of the 13,113,574 shares of common stock. The preferred stockholders of Aradyme approved and adopted the Plan of Merger by majority written consent dated March 7, 2003, representing 10,000 shares, or 83%, of the 12,000 shares of preferred stock. The directors of MergerCo approved and adopted the Plan of Merger by unanimous written consent dated March 13, 2003. The sole stockholder of MergerCo approved and adopted the Plan of Merger by majority written consent dated March 13, 2003, representing the one issued and outstanding share of common stock. Article IV 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 V 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 VI 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