<PAGE>
EXHIBIT 3.1
Certificate regarding adoption of
amendment to Section 1.10 of
the Code of Regulations of
AirNet Systems, Inc. by the
shareholders on May 12, 2000
----------------------------------
The undersigned hereby certifies that he is the duly elected,
qualified and acting Secretary of AirNet Systems, Inc. (the "Company"); and that
the resolution set forth below was duly adopted by the shareholders of the
Company at the 2000 Annual Meeting of Shareholders duly called and held on May
12, 2000:
RESOLVED, that the amendment to Section 1.10 of the AirNet Code of
Regulations, in the form set forth in the Company's Proxy Statement
delivered to shareholders in connection with this meeting [and set
forth below], be adopted.
SECTION 1.10. PROXIES. At meetings of the shareholders, any
shareholder of record entitled to vote thereat may be
represented and may vote by proxy or proxies appointed by an
instrument in writing signed by such shareholder or appointed
in any other manner permitted by Ohio law. Any such instrument
in writing or record of any such appointment shall be filed
with or received by the secretary of the meeting before the
person holding such proxy shall be allowed to vote thereunder.
No appointment of a proxy is valid after the expiration of
eleven months after it is made unless the writing or other
communication which appoints such proxy specifies the date on
which it is to expire or the length of time it is to continue
in force.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate this 7th day of August, 2000.
/s/ William R. Sumser
----------------------------------
William R. Sumser, Secretary
