CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
SWISSRAY INTERNATIONAL., INC.
UNDER SECTION . . Of THE BUSINESS CORPORATION LAW
I C C
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED JUL. 2 0 2000
Teresa Holichork
Gary B. Wolff, P.C.
747 Third Avenue
25th Floor
New York, NY 10417
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CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF
SWISSRAY International, Inc.
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UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Ruedi G. Laupper and Josef Laupper, being
respectively the president and the secretary of SWISSRAY International, Inc.
hereby certify:
1. The name of the corporation is SWISSRAY International, Inc.
2. The certificate of incorporation of said corporation was filed
with the Department of State on the 2nd day of January. 1968 under the
name CGS Units Incorporated.
3. That the amendment to the Certificate of Incorporation
effected by this Certificate is as follows:
Article 4 of the Certificate of Incorporation is amended to
add 50,000,000 shares of Common Stock, $.01 par value, and shall read
as follows:
"4. The total number of shares authorized which the
corporation shall have authority to issue is 101,000,000
shares, of which 100,000,000 shares shall be Common Stock, par
value $.01 per share without cumulative voting rights and
without any preemptive rights and 1,000,000 shares shall be
Preferred Stock, par value $.01 per share.
The Board of Directors of the Corporation is expressly authorized at
any time, and from time to time, to provide for the issuance of shares of
Preferred Stock in one or more series, with such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by the Board
of Directors.
4. The amendment to the Certificate of Incorporation was authorized by
an affirmative vote of the holders of at least a majority of all outstanding
shares entitled to vote on an amendment to the Certificate of Incorporation at
the Annual Meeting of Shareholders. Said authorization being subsequent to the
affirmative vote of the Board of Directors
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 13th day of
July, 2000.
/Ruedi G. Laupper/
-------------------------
Ruedi G. Laupper, President
/Josef Laupper/
-------------------------
Josef Laupper, Secretary
<PAGE>
' State of New York
Department of State
I hereby certify that the annexed copy has bean compared with the
original document in the custody of the Secretary of State and that
the same is a true copy of said original
Witness
seal
of the
Department
of State of New York
