Exhibit 3.1
Amendment to Certificate of Incorporation
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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF
HERTZ TECHNOLOGY GROUP, INC.
Hertz technology group, Inc., a Delaware corporation (the "Corporation"),
hereby certifies and sets forth:
1. The Certificate of Incorporation is amended as set forth herein.
2. Article FIRST, which sets forth the name of the Corporation, is amended to
read as follows:
"FIRST: The name of the corporation (hereinafter called the "Corporation")
is Return Assured Incorporated".
3. Article FOURTH, which sets forth the total number of shares of stock which
the Corporation shall have authority to issue is amended to read as follows:
"FOURTH: The total number of shares of capital stock which the Corporation
shall have authority to issue is 51,000,000 shares of which 50,000,000 shares
shall be Common Stock, par value $.001 per share, and 1,000,000 shares shall be
Preferred Stock.
(a) Common stock.
(i) Voting Rights. The holders of shares of Common Stock shall
be entitled to one vote for each share held by them with respect to all matters
voted on by the stockholders of the Corporation.
(ii) Liquidation Rights. Subject to the prior and superior
rights of the Preferred Stock, upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, or the merger or
consolidation of the Corporation into another corporation, the remaining assets
of the Corporation available for distribution to stockholders shall be
distributed among the holders of Common Stock pro rata based upon the number of
shares of Common Stock held by each.
(iii) Dividends. Subject to the rights of the Preferred Stock,
dividends may be paid on the Common Stock out of any assets legally available
therefor, as and when declared by the Board of Directors.
(iv) Relative Rights of Preferred Stock and Common Stock. All
relative, participating, optional or other special rights of the Common Stock
are expressly made subject and subordinate to those that may be fixed with
respect to any shares of the Preferred Stock.
(b) Preferred Stock. The Board of Directors is empowered to
authorize the issuance of one or more classes of the Corporation's Preferred
Stock, or one or more series of any such class, and to fix the preferences and
relative, participating, optional or other special rights, and
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qualifications, limitations or restrictions thereof for each such class or
series, specifying for each such class or series:
(i) the designation thereof in such manner as shall
distinguish shares thereof from all other series of Preferred Stock then or
theretofore authorized;
(ii) the number of shares which shall initially constitute
such class or series;
(iii) whether or not the shares of such class or series shall
have voting rights in addition to the voting rights affirmatively required by
law;
(iv) the rate or rates and the time or times at which
dividends and other distributions on the shares of such class or series shall be
paid, and whether or not any such dividends shall be cumulative;
(v) the amount payable on the shares of such class or series
in the event of the voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation;
(vi) whether or not shares of such class or series are to be
redeemable, and the terms and conditions upon which the Corporation or a holder
may exercise its or his right to redeem, or require redemption of, shares of
such class or series;
(vii) whether or not a sinking fund shall be created for the
redemption of the shares of such class or series, and the terms and conditions
of any such fund; and
(viii) any other preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof which shall be applicable to such class or series."
4. This amendment has been duly adopted in accordance with Section 242 of the
General Corporation Law.
IN WITNESS of the foregoing I have executed this certificate this 12th day of
October, 2000.
/s/ ELI E. HERTZ
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Eli E. Hertz, President
Attest:
/s/ I. MARILYN HERTZ
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I. Marilyn Hertz, Secretary
