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EXHIBIT 3.3
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
BEACH COUCH, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of BEACH COUCH, INC., a
resolution was duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, declaring said amendment be
advisable and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Article numbered "FIRST" of the Corporation's Certificate of
Incorporation be amended in its entirety to read as follows:
FIRST: The name of the corporation (hereinafter called "the
corporation") is VIPC COMMUNICATIONS, INC.
SECOND: That thereafter, the shareholders by written majority consent, in
accordance with Section 228 of the General Corporation Law of the State of
Delaware, authorized the amendment, and that the necessary number of shares as
required by statute were in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: This Certificate of Amendment shall be effective as of 4:00 p.m. E.S.T.
on Friday, September 22, 2000.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
Zhang Lebing, an Authorized Officer, this 21st day of September 2000.
By: /s/ Zhang Lebing
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Authorized Officer
Title: CEO
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Name: Zhang Lebing
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Print or Type
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CERTIFICATE OF INCORPORATION
BEACH COUCH, INC
The undersigned, a natural person, for the purpose of organizing a corporation
for conducting business and promoting the purposes hereinafter stated, under the
provisions and subject to the requirements of the laws of the State of Delaware
(particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory
thereof and supplemental thereto, and known, identified, and referred to as the
"General Corporation Law of the State of Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called "the
corporation") is BEACH COUCH, INC.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington 19805, County of New Castle; and the name of the
registered agent of the corporation in the State of Delaware at such address is
Corporation Service Company.
THIRD: The nature of the business and the purpose to be conducted and
promoted by the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
FOURTH: The total number of shares which the corporation shall have
authority to issue is 70 million, which are divided into 20 million Preferred
shares of a par value of one hundredth of a cent ($.0001) each and 50 million
Common shares of a par value of one hundredth of a cent ($.0001) each.
Pursuant to the provisions of Section 151 (g) of the Delaware General
Corporation Law, the powers, designations, preferences, and rights of the
Preferred shares, along with any qualifications, limitations, or restrictions,
shall be provided for in a resolution or resolutions adopted by the Board of
Directors of the corporation, and a certificate of designations setting forth a
copy of such resolution or resolutions shall be executed, acknowledged and filed
with the Secretary of State.
Each issued and outstanding Common share shall entitle the holder thereof to
full voting power. Except as any provision of the law may otherwise require, no
share of any series of Preferred shares shall entitle the holder thereof to any
voting power.
FIFTH: The name and the mailing address of the incorporator are as
follows:
1. NAME 2. MAILING ADDRESS
J. E. Costelloe 5670 Wilshire Blvd., Suite 750
Los Angeles, California 90036
SIXTH: The corporation is to have perpetual existence.
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SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement,, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation and in further definition, limitation, and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the Bylaws. The phrase "whole
Board" and the phrase "total number of directors" shall be deemed to
have the same meaning, to wit, the total number of directors which the
corporation would have if there were no vacancies. No election of
directors need be by written ballot.
2. After the original or other Bylaws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with
the provisions of Section 109 of the General Corporation Law of the
State of Delaware, and, after the corporation has received any payment
for any of its stock, the power to adopt, amend, or repeal the Bylaws
of the corporation may be exercised by the Board of Directors of the
corporation; provided, however, that any provision for the
classification of directors of the corporation for staggered terms
pursuant to the provisions of subsection (d) of Section 141 of the
General Corporation Law of the State of Delaware shall be set forth in
an initial Bylaw or in a Bylaw adopted by the stockholders entitled to
vote of the corporation unless provisions for such classification shall
be set forth in this certificate of incorporation.
3. Whenever the corporation shall be authorized to issue only one class
of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders.
Whenever the corporation shall be authorized to issue more than one
class of stock, no outstanding share of any class of stock which is
denied voting power under the provisions of the certificate of
incorporation shall entitle the holder thereof it the right to vote at
any meeting of stockholders except as the provisions of paragraph (2)
of subsection (b) of Section 242 of the General Corporation Law of the
State of Delaware shall otherwise require; provided, that no share of
any such class
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which is otherwise denied voting power shall entitle the holder thereof
to vote upon the increase or decrease in the number of authorized
shares of said class.
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
ELEVENTH: From time to time any of the provisions of this certificate
of incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on June 3, 1998.
\\ J.E. Castelloe\\
/s/ J.E. Castelloe
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J. E. Costelloe, Incorporator
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