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 Amended and Restated Certificate of Incorporation
of the Corporation is hereby amended to change the name of the Corporation by
amending Article FIRST as follows:
"FIRST: The name of the Corporation is Cross Media Marketing
Corporation."
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 November
13, 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 28th day of December, 2000.
SYMPOSIUM CORPORATION
By: /s/ Ronald Altbach
---------------------
Ronald Altbach
Chief Executive Officer, Chairman of the
Board of Directors and Secretary
