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EXHIBIT 3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
JENKON INTERNATIONAL, INC.
Jenkon International, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth two proposed amendments of the
Certificate of Incorporation of the Corporation, declaring said amendments to be
advisable and to be presented to the stockholders at the annual meeting of
stockholders of the Corporation for consideration thereof. The resolution
setting forth the proposed amendments is as follows:
RESOLVED, that, subject to obtaining the requisite approval of the
stockholders of the Corporation, Article I and Article IV, Section 1 of the
Corporation's Certificate of Incorporation be amended, without effect upon
any stock designation heretofore filed, to read as follows:
"ARTICLE I
The name of this corporation (herein called the "Corporation") is as
follows:
Multimedia K.I.D., Inc."
"ARTICLE IV
SECTION 1. AUTHORIZED SHARES. The total number of shares of all
classes of capital stock which the corporation is authorized to issue is
55,000,000 shares which shall be divided into two classes as follows:
50,000,000 Common shares, with a par value of $.001 per share; and
5,000,000 Preferred shares, with a par value of $.001 per share.
The full voting power of the Corporation shall be exercised by the
Common Stock and all other future series of Common shares with full voting
rights and any series of Preferred shares with equivalent voting rights,
all voting together as one class, and none of such series of Common shares
or Preferred shares shall have any other or special voting rights except as
otherwise required by the laws as then applicable, the Corporation's
Certificate
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of Incorporation as then amended, or any resolution of the Board of
Directors originally designating such series.
Preferred shares of the Corporation's capital stock may be issued in
one or more series at such time or times, and for such consideration or
considerations as the Board of Directors may determine from time to time.
The Board of Directors is expressly authorized as to any wholly unissued
series of Preferred shares, to determine the number of shares thereof and
the dividend rights, dividend rates, conversion rights (if any), redemption
prices, liquidation preferences, voting rights (if any), the rights and
terms of redemption (including sinking fund provisions) and all other
rights, preferences and privileges thereof. The Board of Directors may
increase or decrease the number of shares of any series subsequent to the
issue of shares of that series, but not below the number of shares of that
series then outstanding. In case the number of shares of any series shall
be so decreased, the shares constituting that decrease shall resume the
status which they had prior to the adoption of the resolution originally
fixing the number of shares of that series."
SECOND: That thereafter, pursuant to resolutions of the Board of Directors,
the proposed amendment was presented to the stockholders at a special meeting of
stockholders of the Corporation held on May 31, 2000, 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.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by David A. Edwards, its Chief Executive Officer, and Clifford DeGroot,
its Secretary, this 31st day of May, 2000.
By: /s/ DAVID A. EDWARDS,
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David A. Edwards,
Chief Executive Officer
Attest:
/s/ CLIFFORD DeGROOT
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Clifford DeGroot,
Secretary
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