CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
BALANCED LIVING, INC.
The undersigned President of BALANCED LIVING, INC., a corporation
organized and existing under the laws of the State of Colorado, does hereby
certify as follows:
1. That the name of the Corporation is BALANCED LIVING, INC.
2. Article XIII is being added to the Certificate of
Incorporation to provide that any action which may be taken at any annual or
special meeting of stockholders may be taken by written consent of a majority
of stockholders.
3. Accordingly, the text of the Certificate of Incorporation is
hereby amended to read as follows:
ARTICLE XIII
STOCKHOLDER ACTION WITHOUT MEETING
Any action which may be taken at any annual or special
meeting of stockholders may be taken without a meeting and without
prior notice, if one or more consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding
shares having not less than the minimum number of votes that would
be necessary to authorize or take the action at a meeting at which
all shares entitled to vote thereon were present and voted.
4. The aforesaid Amendment to the Articles of Incorporation was
adopted by the Board of Directors and by stockholders at a meeting called and
held May 10, 2000. Of the 867,849 shares outstanding, 605,834 voted in favor
of the amendment, with none voting against and none abstaining.
IN WITNESS WHEREOF, I, Jeannene Barham, President of the
Corporation, have subscribed this document and do hereby affirm, under penalty
of perjury, that the statements contained herein have been examined by me and
are true and correct as of this 22nd day of May, 2000.
BALANCED LIVING, INC.
By/S/Jeannene Barham
