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Exhibit 3.3
[NEVADA SECRETARY OF STATE,
DEAN HELLER LETTERHEAD]
CERTIFICATE OF
AMENDMENT
(PURSUANT TO NRS 78.385 AND
78.390)
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IMPORTANT: READ ATTACHED INSTRUCTIONS BEFORE COMPLETING FORM.
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
-REMIT IN DUPLICATE-
1. Name of corporation: WATTAGE MONITOR INC.____________________________
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2. The articles have been amended as follows (provide article numbers, if
available):
PLEASE SEE EXHIBIT A ATTACHED HERETO.___________________________________
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3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 7,307,316 VOTES.*
4. Signatures (Required):
/s/ Gerald R. Alderson /s/ Daniel I. Dewolf
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President or Vice President Secretary or Asst. Secretary
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.
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EXHIBIT A
SECOND: The Company hereby amends its Amended and Restated Articles of
Incorporation as follows:
The first sentence of Article Fourth of the Company's Amended and Restated
Articles of Incorporation is amended to increase the total number of
shares of common stock which the Company shall have the ability to issue
by twenty-five million to fifty million shares. Said Article Fourth of the
Amended and Restated Articles of Incorporation is hereby deleted in its
entirety and substituted by the following in its place and stead:
"FOURTH. Authorized Shares.
1. The aggregate number of shares which the Company shall have
authority to issue is 55,000,000, of which 50,000,000 shares with
par value $.01 per share shall be designated "Common Shares," and
5,000,000 shares with par value of $.01 per share shall be
designated "Preferred Shares."
2. Authority is hereby expressly granted to the Board of Directors
from time to time to issue the Preferred Shares as Preferred
Shares of any series and, in connection with the creation of
each such series, to fix by the resolution or resolutions
providing for the issue of shares thereof, the number of shares
of such series, and the designations, powers, preferences, and
rights, and the qualifications, limitations, and restrictions,
of such series, to the full extent now or hereafter permitted by
the laws of the State of Nevada."
