CERTIFICATE ELIMINATING REFERENCE TO SERIES A 7.5% CONVERTIBLE PREFERRED
STOCK FROM THE CERTIFICATE OF INCORPORATION
OF
EDUCATIONAL VIDEO CONFERENCING, INC.
(Pursuant to Section 151 (g) of the Delaware General Corporation Law)
Educational Video Conferencing, Inc., a Delaware corporation (the
"corporation"), does hereby certify:
1. The name of the corporation is Educational Video Conferencing, Inc.
2. The designation of the series of shares of stock of the corporation to
which this certificate relates is Series A 7.5% Convertible Preferred Stock.
3. The voting powers, designations, preferences, and the relative,
participating, optional, or other rights, and the qualifications, limitations,
and restrictions of the Series A 7.5% Convertible Preferred Stock were provided
for in a resolution adopted by the Board of Directors of the corporation
pursuant to authority expressly vested in it by the provisions of its
certificate of incorporation. A Second Amended Certificate of Designation,
corrected by Certificate of Correction, setting forth such resolution has been
heretofore filed with the Secretary of State of the State of Delaware pursuant
to the provisions of Section 151 (g) of the General Corporation law of the State
of Delaware.
4. The Board of Directors of the corporation has adopted the following
resolutions:
RESOLVED, that none of the authorized shares of the corporation's
Series A 7.5% Convertible Preferred Stock are outstanding and none will be
issued subject to the Second Amended Certificate of Designation, as
corrected by Certificate of Correction, relating there to; and be it
further
RESOLVED, that the proper officers of the corporation are hereby
authorized and directed to file a certificate setting forth this resolution
with the Secretary of State of the State of Delaware pursuant to the
provisions of Section 151 (g) of the General Corporation Law of the State
of Delaware for the purpose of eliminating from the certificate of
incorporation of the corporation all reference to the Series A Preferred
Stock.
Executed on this 17th day of October, 2000
/s/Dr. John J. McGrath
---------------------------
Dr. John J. McGrath
President
