<PAGE> 1
EXHIBIT 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
- FIRST: That at a meeting of the Board of Directors of RMI.Net,
Inc. 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 Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "1" so that, as amended, said
Article shall be and read as follows:
"The name of the corporation is Internet Commerce & Communications,
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 the capital of said corporation shall not be reduced
under or by reason of said amendment.
-1-
<PAGE> 2
RMI.NET, INC.,
a Delaware corporation
By: /s/ Douglas H. Hanson
----------------------------------
Name: Douglas H. Hanson
Its: Chief Executive Officer and
Chairman of the Board
ATTEST
By: /s/ Christopher J. Melcher
---------------------------------
Christopher J. Melcher, Secretary
-2-
