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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SYMPOSIUM CORPORATION
Pursuant to Section 242 of the
General Corporation Law of the
State of Delaware
Symposium Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:
FIRST: The name of the Corporation is Symposium Corporation.
SECOND: The Certificate of Incorporation of the Corporation
was filed with the office of the Secretary of State of the State of Delaware on
May 9, 1997 under the name Brack Industries, Inc. The Amended and Restated
Certificate of Incorporation of the Corporation was filed with the office of the
Secretary of State of the State of Delaware on October 7, 1998 under the name
Symposium Telecom Corporation.
THIRD: The first paragraph of Article THIRD of the Amended
and Restated Certificate of Incorporation of the Corporation is hereby amended
so that it shall read in its entirety as follows:
"THIRD: 1. The authorized capital stock of the Corporation
shall consist of 110,000,000 shares, of which 100,000,000
shares shall be designated Common Stock, par value $0.001 per
share (the "Common Stock"), and 10,000,000 shares shall be
designated Preferred Stock, par value $0.001 per share (the
"Preferred Stock")."
FOURTH: The foregoing amendment to the Corporation's Amended
and Restated Certificate of Incorporation was declared advisable by the Board of
Directors of the Corporation pursuant to a resolution duly adopted on August 23,
2000, and was duly adopted in accordance with the provisions of Section 242(b)
of the Delaware General Corporation Law by the vote of a majority of the
stockholders of the Corporation entitled to vote thereon.
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IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be executed this 11th day of October, 2000.
SYMPOSIUM CORPORATION
By: /s/ Ronald Altbach
Ronald Altbach
Chief Executive Officer, Chairman of the
Board of Directors and Secretary
