PROFORMANCE RESEARCH ORGANIZATION, INC.
ARTICLES OF AMENDMENT
PROFORMANCE RESEARCH ORGANIZATION INC., a Delaware corporation having
its principal office at 5335 West 48th Avenue, Suite 200, Denver, Colorado 80212
(hereinafter referred to as the "Corporation") hereby certifies to the Secretary
of State that:
FIRST: The name of the Corporation is Proformance Research Organization
Inc.
SECOND: The Amended and Restated Certificate of Incorporation is hereby
amended by striking in its entirety ARTICLES I and IV(a) and by substituting in
lieu thereof the following:
Article I. The name of the corporation is: PROform golf, inc.
Article VI. (a) The Corporation is authorized to issue two classes of
stock to be designated respectively "Common Stock" and "Preferred Stock." The
total number of shares of Common Stock that the Corporation is authorized to
issue is twenty million (20,000,000) shares with a par value of $0.0001 per
share; and the total number of shares of Preferred Stock that the Corporation is
authorized to issue is three million (3,000,000) shares with a par value of
$0.0001 per share.
THIRD: The Amendment was advised to the stockholders in a Consent in
Writing in Lieu of Special Meeting dated July 1, 2000 pursuant to and in
accordance with Section 242 of the General Corporation Law of the State of
Delaware on the first day of July, 2000.
FOURTH: The Amendment was adopted by the written informal action taken
by the stockholders of the Corporation in accordance with Section 228 of the
General Corporation Law of the State of Delaware on the 25 day of JULY, 2000.
FIFTH: The number of votes cast which were represented by the Informal
Action of Stockholders approving the Amendment was sufficient for approval of
the Amendment under the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, Proformance Research Organization Inc. has caused
these presents to be signed in its name and on its behalf by its President, and
its corporate seal to be hereunder affixed and attested by its Secretary on this
25 day of JULY, 2000, and its President acknowledges that these Articles of
Amendment are the act and deed of Proformance Research Organization Inc. and
under the penalties of perjury that the matters and facts set forth herein with
respect to authorization and approval are true in all material respects to the
best of the President's knowledge, information and belief.
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PROFORMANCE RESEARCH ORGANIZATION INC.
By /S/ WILLIAM D. LEARY
-----------------------------------
William D. Leary, President
ATTEST:
/S/ DOUGLAS WEINER
-------------------------------------
Douglas Weiner, Assistant Secretary
STATE OF COLORADO )
) ss.
CITY& COUNTY OF DENVER )
The foregoing Articles of Amendment were signed before me by William D.
Leary, President of Proformance Research Organization Inc., who, under oath,
stated that the matters and facts set forth therein with respect to
authorization and approval are true in all material respects to the best of his
knowledge and belief.
DATED this 25 day of JULY, 2000.
/S/LINDA J. CIPRI
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My Commission Expires: Notary Public
12/10/2001 Address: 5335 W. 48th Ave #200
[notary seal] Denver, Colo. 80212
