Exhibit 3(i)-c
Certificate of Amendment to Certificate of Incorporation
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CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
MEDIQUIK SERVICES, INC.
PURSUANT TO SECTION 242 OF THE
DELAWARE GENERAL CORPORATION LAW
The undersigned, Grant Gables, being the President of MediQuik Services,
Inc., a Delaware corporation (the "Company"), hereby certifies as follows:
1. The name of the Company is MediQuik Services, Inc.
2. The Board of Directors of the Company, by action taken at a meeting on
July 10, 2000, unanimously adopted a resolution proposing and declaring
advisable the amendments to Articles V and XII of the Certificate of
Incorporation of the Company described below.
3. This Certificate of Amendment of the Certificate of Incorporation was
duly adopted by the unanimous vote of the Board of Directors of the Company.
4. By written action of more than a majority of the stockholders of the
Company entitled to vote, taken in accordance with Sections 228 and 242 of the
Delaware General Corporation Law, the necessary number of shares as required by
statute were voted in favor of the adoption of this Certificate of Amendment.
5. The amendments of the Certificate of Incorporation as hereinafter set
forth has been duly adopted in accordance with Section 242 of the Delaware
General Corporation Law.
6. The Certificate of Incorporation of the Company is hereby amended by:
(a) deleting in its entirety the current third full paragraph of
Article V of the Company's Certificate of Incorporation and replacing it
with the following:
"The aggregate number of shares of all classes of capital
stock which the Corporation has authority to issue is 51,000,000 of
which 50,000,000 are to be shares of common stock, $.00l par value
per share, and of which 1,000,000 are to be shares of serial
preferred stock, $.001 par value per share. The shares may be issued
by the Corporation from time to time as approved by the board of
directors of the Corporation without the approval of the
stockholders except as otherwise provided in this Article V or the
rules of a national securities exchange if applicable. The
consideration for the issuance of the shares shall be paid to or
received by the Corporation in full before their issuance and shall
not be less than the
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par value per share. The consideration for the shares shall be cash,
services rendered, personal property (tangible or intangible), real
property, leases of real property or any combination of the
foregoing. In the absence of actual fraud in the transaction, the
judgment of the board of directors as to the value of such
consideration shall be conclusive. Upon payment of such
consideration such shares shall be deemed to be fully paid and
nonassessable. In the case of a stock dividend, the part of the
surplus of the Corporation which is transferred to stated capital
upon the issuance of shares as a stock dividend shall be deemed to
be the consideration for their issuance."
; and
(b) deleting the entirety of Article Twelfth of the Certificate of
Incorporation of the Company and replacing it with the following:
"Article XII
[Deleted.]"
IN WITNESS WHEREOF, the undersigned, being the duly appointed and acting
President, of the Company, has hereunder subscribed his name to this Certificate
of Amendment and affirm that the facts stated herein are true under penalties of
perjury, this 30th day of August 2000.
MEDIQUIK SERVICES, INC.
By: /s/ Grant Gables
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Name: Grant Gables
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Title: Presidents
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