Exhibit 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MEDIABAY, INC.
MediaBay, Inc.
(present name)
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or
deleted)
The first paragraph of Article III of the Restated Articles of
Incorporation of the Corporation has been amended as follows by striking the
whole of said paragraph of Article III thereof as it now exists and inserting in
lieu and instead thereof a new first paragraph of Article III reading in its
entirety as follows:
"The total number of shares of all classes of
capital stock which the Corporation shall have
authority to issue is One Hundred Fifty-Five
Million (155,000,000) shares, no par value per
share, of which One Hundred Fifty Million
(150,000,000) shall be Common Stock and Five
Million (5,000,000) shall be Preferred Stock."
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment if not
contained in the amendment itself, are as follows:
THIRD: The date of each amendment's adoption: June 23, 2000
FOURTH: Adoption of Amendment(s) (CHECK ONE)
|X| The amendment(s) was/were approved by the shareholders. The number of
votes cast for the amendment(s) was/were sufficient for approval.
|_| The amendment(s) was/were approved by the shareholders through voting
groups.
The following statement must be separately provided for each voting
group entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were
sufficient for approval by ____________________________________."
voting group
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|_| The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
|_| The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 23 day of June, 2000
Signature /s/ Norton Herrick
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(By the Chairman or Vice Chairman of the
Board of Directors, President or other
officer if adopted by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
Norton Herrick
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Typed or printed name
Chairman
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Title
