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The State of Texas
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
FOREVER ENTERPRISES, INC.
FILE NO: 783034-00
The undersigned, as Secretary of State of Texas, hereby certifies
that the attached Articles of Amendment for the above named entity
have been received in this office and are found to conform to law.
ACCORDINGLY the undersigned, as Secretary of State, and by virtue of
the authority vested in the Secretary by law, hereby issues this
Certificate of Amendment.
Dated: September 11, 2000
Effective: September 11, 2000
[Seal] /s/ Elton Bomer LCS
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Elton Bomer
Secretary of State
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FILED
In the Office of the
Secretary of State of Texas
SEP 11 2000
Corporations Section
ARTICLES OF AMENDMENT
Pursuant to the provisions of the Texas Business Corporation Act, the
undersigned corporation hereby amends its Articles of Incorporation,
and for that purpose, submits the following statement:
1. The name of the corporation is: FOREVER ENTERPRISES, INC.
2. Article IV of the Articles of Incorporation is hereby amended so
as to read as follows:
4.1 The Corporation shall have the authority to issue the
following shares:
(1) Thirty Million (30,000,000) shares of Common Stock
having a par value of One Cent ($0.01) per share ("Common
Stock"); and
(2) One Million (1,000,000) shares of Preferred Stock
having a par value of One Cent ($0.01) per share ("Preferred
Stock").
Dividends on outstanding shares of Preferred Stock shall
be paid or declared and set apart for payment before any
dividends shall be paid or declared and set apart for payment
on the Common Stock with respect to the same dividend period.
Upon any voluntary or involuntary dissolution or liquidation of
the Corporation, the rights of the holders of the Common Stock
shall be junior and subordinate to the rights of the holders of
the Preferred Stock.
(a) The Board of Directors, by adoption of an
authorizing resolution, may cause Preferred Stock to be issued
from time to time in one or more series.
(b) The Board of Directors, by adoption of an
authorizing resolution with regard to the shares of any series
of Preferred Stock, may:
(1) Fix the distinctive serial designation of
the shares;
(2) Fix the dividend rate, if any;
(3) Fix the date from which dividends on
shares issued before the date for payment of the first dividend
shall cumulate, if any;
(4) Fix the redemption price and terms of
redemption, if any;
(5) Fix the amount payable per share in the
event of dissolution or liquidation of the Corporation, if any;
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(6) Fix the terms and amounts of any sinking
fund to be used for the purchase or redemption of shares, if
any;
(7) Fix the terms and conditions under which
the shares may be converted, if any;
(8) Provide whether such shares shall be non-
voting, or shall have full or limited voting rights or voting
rights contingent upon the occurrence of specified events, and
the rights, if any, of such shares to vote as a class on some
or all matters on which such shares may be entitled to vote;
and
(9) Establish any other preferences,
qualifications, limitations, restrictions and special or
relative rights with respect to such series not required by
law.
3. The date of adoption of the amendment is: August 31, 2000
4. a) The amendment was approved by shareholders and the
number of shares outstanding and the number of shares entitled
to vote are as follows:
Class Number Outstanding Number Entitled
----- ------------------ To Vote
-------
Common 6,933,359 6,933,359
b) The number of shares that voted for and against the
amendment are as follows:
Class Number Voted For Number Voted Against
----- ---------------- --------------------
Common 6,425,673 210
Date August 31, 2000
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FOREVER ENTERPRISES, INC.
By /s/ Brent D. Cassity
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Brent D. Cassity - Chief Executive Officer
