CERTIFICATE OF INCORPORATION

                    OF

                  BUI, INC.

 

 

                  ARTICLE I

                   NAME

 

   The name of the Corporation is BUI, Inc.

 

                  ARTICLE II

           REGISTERED OFFICE AND AGENT FOR SERVICE

 

   The address of the Corporation's registered office in the State of Delaware

is in the county of New Castle, at 1013 Centre Road, Wilmington, Delaware 10805.

The name of its registered agent at such address is Corporation Service Company.

 

                  ARTICLE III

                CORPORATE PURPOSES

 

   The purpose of the Corporation is to engage in any lawful act or activity

for which corporations may be organized under the General Corporation Law of the

State of Delaware.

 

                  ARTICLE IV

                 CAPITAL STOCK

 

1.  Shares, Classes and Series Authorized.

 

   The total number of shares of all classes of capital stock that the

Corporation shall have authority to issue is 25,000,000 shares. Stockholders

shall not have any preemptive rights, nor shall stockholders have the right to

cumulative voting in the election of directors or for any other purpose. The

classes and the aggregate number of shares of stock of each class that the

Corporation shall have authority to issue are as follows:

 

   (a) 20,000,000 shares of Common Stock, $0.0001 par value ("Common Stock").

 

   (b) 5,000,000 shares of Preferred Stock, $0.0001 par value ("Preferred

Stock").

 

2.  Powers and Rights of the Preferred Stock.

 

   The Preferred Stock may be issued from time to time in one or more series,

with such distinctive serial designations as may be stated or expressed in the

resolution or resolutions providing for the issue of such stock adopted from

time to time by the Board of Directors; and in such resolution or resolutions

providing for the issuance of shares of each particular series, the Board of

Directors is also expressly authorized to fix: the right to vote, if any; the

consideration for which the shares of such series are to be issued; the number

of shares constituting such series, which number may be increased (except as

otherwise fixed by the Board of Directors) or decreased (but not below the

number of shares thereof then outstanding) from time to time by action of the

Board of Directors; the rate of dividends upon which and the times at which

dividends on shares of such series shall be payable and the preference, if any,

which such dividends shall have relative to dividends on shares of any other

class or classes or any other series of stock of the Corporation; whether such

dividends shall be cumulative or noncumulative, and if cumulative, the date or

dates from which dividends on shares of such series shall be cumulative; the

rights, if any, which the holders of shares of such series shall have in the

event of any voluntary or involuntary liquidation, merger, consolidation,

distribution or sale of assets, dissolution or winding up of the affairs of the

Corporation; the rights, if any, which the holders of shares of such series

shall have to convert such shares into or exchange such shares for shares of any

other class or classes or any other series of stock of the Corporation or for

any debt securities of the Corporation and the terms and conditions, including

price and rate of exchange, of such conversion or exchange; whether shares of

such series shall be subject to redemption, and the redemption price or prices

and other terms of redemption, if any, for shares of such series including,

without limitation, a redemption price or prices payable in shares of Common

Stock; the terms and amounts of any sinking fund for the purchase or redemption

of shares of such series; and any and all other designations, preferences, and

relative, participating, optional or other special rights, qualifications,

limitations or restrictions thereof pertaining to shares of such series'

permitted by law.

 

3.  Issuance of the Common Stock and the Preferred Stock.

 

   The Board of Directors of the Corporation may from time to time authorize

by resolution the issuance of any or all shares of the Common Stock and the

Preferred Stock herein authorized in accordance with the terms and conditions

set forth in this Certificate of Incorporation for such purposes, in such

amounts, to such persons, corporations or entities, for such consideration, and

in the case of the Preferred Stock, in one or more series, all as the Board of

Directors in its discretion may determine and without any vote or other action

by the stockholders, except as otherwise required by law. The capital stock,

after the amount of the subscription price, or par value, has been paid in shall

not be subject to assessment to pay the debts of the Corporation.

 

                  ARTICLE V

                BOARD OF DIRECTORS

 

   The governing board of the Corporation shall be known as directors, and the

number of directors may from time to time be increased or decreased in such

manner as shall be provided by the Bylaws of the Corporation, provided that the

number of directors may not be less than one nor more than fifteen. Effective

upon filing of this Certificate, the members of the board of directors,

consisting of three persons, shall be as follows:

 

         Rod Smith        66 E. Wadsworth Park Dr., Suite 101

                     Draper, Utah 84020

 

         C. Douglas Smith    66 E. Wadsworth Park

                     Dr., Suite 101 Draper, Utah 84020

 

         Daniel R. Ainge     66 E. Wadsworth Park Dr., Suite 101

                     Draper, Utah 84020

 

                  ARTICLE VI

             POWERS OF BOARD OF DIRECTORS

 

   The property and business of the Corporation shall be controlled and

managed by or under the direction of its Board of Directors. In furtherance, and

not in limitation of the powers conferred by the laws of the State of Delaware,

the Board of Directors is expressly authorized:

 

1. To make, alter, amend or repeal the Bylaws of the Corporation; provided, that

no adoption, amendment, or repeal of the Bylaws shall invalidate any act of the

board of directors that would have been valid prior to such adoption, amendment,

or repeal;

 

2. To determine the rights, powers, duties, rules and procedures that affect the

power of the board of directors to manage and direct the property, business, and

affairs of the Corporation, including the power to designate and empower

committees of the board of directors, to elect, appoint and empower the officers

and other agents of the Corporation, and to determine the time and place of, and

the notice requirements for board meetings, as well as the manner of taking

board action; and

 

   3. To exercise all such powers and do all such acts as may be exercised by

the Corporation, subject to the provisions of the laws of the State of Delaware,

this Certificate of Incorporation, and the Bylaws of the Corporation.

 

                  ARTICLE VII

                 INDEMNIFICATION

 

   The Corporation shall indemnify and may advance expenses to its officers

and directors to the fullest extent permitted by law in existence either now or

hereafter.

 

                 ARTICLE VIII

        LIMITATION ON PERSONAL LIABILITY FOR DIRECTORS

 

   A director of the Corporation shall not be personally liable to the

Corporation or its stockholders for monetary damages for breach of a fiduciary

duty as a director, except for liability (i) for any breach of the director's

duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing

violation of law, (iii) under Section 174 of the Delaware General Corporation

Law or (iv) for any transaction from which the director derived any improper

personal benefit. If the Delaware General Corporation Law is amended hereafter

to authorize corporate action further eliminating or limiting the personal

liability of directors, then the liability of a director of the Corporation

shall be eliminated or limited to the fullest extent permitted by the Delaware

General Corporation Law, as so amended.

 

   Any repeal or modification of the foregoing paragraph by the stockholders

of the Corporation shall not adversely affect any right or protection of a

director of the Corporation existing at the time of such repeal or modification.

 

                  ARTICLE IX

            CERTIFICATE SUBJECT TO AMENDMENT

 

   The Corporation reserves the right to amend, alter, change or repeal any

provision contained in this Certificate of Incorporation, in the manner now or

hereafter prescribed by statute or by the Certificate of Incorporation, and

except as otherwise provided by this Certificate of Incorporation, all rights

conferred upon stockholders herein are granted subject to this reservation.

 

                  ARTICLE X

                 INCORPORATOR

 

   The sole incorporator of the Corporation is:

 

         Rod Smith        66 E. Wadsworth Park Dr., Suite 101

                     Draper, Utah 84020

 

   IN WITNESS WHEREOF, the undersigned, acting as the sole incorporator of the

Corporation, signs this Certificate of Incorporation as his act and deed this

11th day of March, 1999.

 

                     /s/ Rod Smith

 

 

 

 

 

              CERTIFICATE OF AMENDMENT OF

             CERTIFICATE OF INCORPORATION OF

                  BUI, INC.

        (Changing its name to "BuyersOnline.com, Inc.")

 

 

   BUI, INC., a corporation  organized and existing under the General

Corporation Law of the State of Delaware (the "Corporation"), does hereby

certify that:

 

   The amendment to the Corporation's Certificate of Incorporation set forth

below was duly adopted by resolutions approved by the Corporation's Board of

Directors and stockholders in accordance with the provisions of Section 242 of

the General Corporation Law of the State of Delaware:

 

   Amendment. The Certificate of Incorporation of the corporation is amended

by striking Article I in its entirety and replacing therefor:

 

                  ARTICLE I

                   NAME

 

   The name of the Corporation is BuyersOnline.com, Inc.

 

   IN WITNESS WHEREOF, BUI, Inc. has caused this Certificate to be signed by

its duly authorized officer this 30th day of March, 2000.

 

                  BUI, Inc.

 

 

                  By: /s/ Rod Smith, President

 

 

 

              CERTIFICATE OF AMENDMENT OF

             CERTIFICATE OF INCORPORATION OF

               BUYERSONLINE.COM, INC.

 

   BuyersOnline.com, Inc., a corporation organized and existing under the

General Corporation Law of the State of Delaware (the "Corporation"), does

hereby certify that:

 

   The amendment to the Corporation's Certificate of Incorporation set forth

below was duly adopted by resolutions approved by the Corporation's Board of

Directors and stockholders in accordance with the provisions of Section 242 of

the General Corporation Law of the State of Delaware:

 

   Amendment. The Certificate of Incorporation of the corporation is amended

by striking Section 1 of Article IV in its entirety and replacing therefor:

 

   1. Shares, Classes and Series Authorized.

 

     The total number of shares of all classes of capital stock that the

   Corporation  shall have authority to issue is  105,000,000  shares.

   Stockholders shall not have any preemptive rights, nor shall stockholders

   have the right to cumulative voting in the election of directors or for any

   other purpose. The classes and the aggregate number of shares of stock of

   each class that the Corporation shall have authority to issue are as

   follows:

 

     (a) 100,000,000 shares of Common Stock, $0.0001 par value ("Common

   Stock").

 

     (b) 5,000,000 shares of Preferred Stock, $0.0001 par value ("Preferred

   Stock").

 

   IN WITNESS WHEREOF, BuyersOnline.com, Inc., has caused this Certificate to

be signed by its duly authorized officer this 24th day of October, 2000.

 

                  BUYERSONLINE.COM, INC.

 

 

                  By: /s/ Paul Jarman, Vice President

 

 

 

 

              CERTIFICATE OF AMENDMENT OF

             CERTIFICATE OF INCORPORATION OF

               BUYERSONLINE.COM, INC.

 

   BuyersOnline.com, Inc., a corporation organized and existing under the

General Corporation Law of the State of Delaware (the "Corporation"), does

hereby certify that:

 

   The amendment to the Corporation's Certificate of Incorporation set forth

below was duly adopted by resolutions approved by the Corporation's Board of

Directors and stockholders in accordance with the provisions of Section 242 of

the General Corporation Law of the State of Delaware. The amendments will be

effective as of 12:01 am Eastern Time on November 20, 2001.

 

   Amendment No. 1. The Certificate of Incorporation of the corporation is

amended by striking Article I in its entirety and replacing there for:

 

                  ARTICLE I

                   NAME

 

   The name of the Corporation is Buyers United, Inc.

 

   Amendment No. 2. The Certificate of Incorporation of the corporation is

amended by striking Section 1 of Article IV in its entirety and replacing there

for:

 

   1. Shares, Classes and Series Authorized.

 

     The total number of shares of all classes of capital stock that the

   Corporation  shall have authority to issue is  115,000,000  shares.

   Stockholders shall not have any preemptive rights, nor shall stockholders

   have the right to cumulative voting in the election of directors or for any

   other purpose. The classes and the aggregate number of shares of stock of

   each class that the Corporation shall have authority to issue are as

   follows:

 

     (a) 100,000,000 shares of Common Stock, $0.0001 par value ("Common

   Stock").

 

     (b) 15,000,000  shares of Preferred  Stock,  $0.0001 par value

   ("Preferred Stock").

 

   IN WITNESS WHEREOF, BuyersOnline.com, Inc., has caused this Certificate to

be signed by its duly authorized officer this 31st day of October 2001.

 

                  BUYERSONLINE.COM, INC.

 

                  By: /s/ Paul Jarman, Vice President

 

 

 

CERTIFICATE OF AMENDMENT OF THE

CERTIFICATE OF INCORPORATION OF

BUYERS UNITED, INC.

 

Buyers United, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

 

The amendment to the Corporation’s Certificate of Incorporation set forth below was duly adopted by resolutions approved by the Corporation’s board of directors and stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. The amendment will be effective as of 12:01 am Eastern Time on July 15, 2004.

 

**********************

 

The Certificate of Incorporation of the corporation is amended by striking Article I in its entirety and replacing there for:

 

ARTICLE I

NAME

 

The name of the Corporation is UCN, Inc.

 

**********************

 

IN WITNESS WHEREOF, Buyers United, Inc., has caused this Certificate to be signed by its duly authorized officer this 29th day of June 2004.

 

BUYERS UNITED, INC.

By:

 

/s/ Paul Jarman


 

 

Paul Jarman, President

 

 

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF UCN, INC.

UCN, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That by unanimous written consent of the Board of Directors of UCN, Inc., dated August 21, 2008 and executed in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

 

 

RESOLVED: that the following proposed amendment (the “Amendment”) to the Certificate of Incorporation of the Corporation is hereby adopted and approved:

 

 

Article I of the Certificate of Incorporation be amended by deleting all of Article I and inserting the following provision in lieu thereof:

************

ARTICLE I

NAME

The name of the Corporation is inContact, Inc.

************

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That said amendment shall be effective at 12:01 am, Eastern time on January 1, 2009.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed the 13 day of October 2008.

 

By:

 

/s/  Paul Jarman

 

Paul Jarman, CEO