CERTIFICATE OF AMENDMENT
OFARTICLES OF INCORPORATION
OF
GTC TELECOM CORP.
(After Issuance of Stock)
I, the undersigned President and Secretary, respectively, of GTC Telecom
Corp., a Nevada corporation, do hereby certify:
1. That the Board of Directors of said corporation, as of November 1,
1999, unanimously adopted a resolution to amend the articles as follows:
Article 4 of the Articles of Incorporation of this corporation,
originally filed on May 17, 1994, is hereby amended to read as follows:
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"4. The capital stock of the Corporation shall consist of 50,000,000
shares of Common Stock, $0.001 par value and 10,000,000 shares of preferred
stock, $0.001 par value.
The shares of Preferred Stock may be issued from time to time in one or more
series. The Board of Directors of the Corporation (the "Board of Directors") is
expressly authorized to provide for the issue of all or any of the shares of the
Preferred Stock in one or more series, and to fix the number of shares and to
determine or alter for each such series, such voting powers, full or limited, or
no voting powers, and such designations, preferences, and relative,
participating, optional, or other rights and such qualifications, limitations,
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issue of such
shares (a "Preferred Stock Designation") and as may be permitted by the General
Corporation Law of the State of Nevada. The Board of Directors is also
expressly authorized to increase or decrease (but not below the number of shares
of such series then outstanding) the number of shares of any series subsequent
to the issue of shares of that series. In case the number of shares of any such
series shall be so decreased, the shares constituting such decrease shall resume
the status that they had prior to the adoption of the resolution originally
fixing the number of shares of such series."
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2. The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 16,279,999; that the
said change(s) and amendment have been consented to and approved by a majority
all of the stockholders of each class of stock outstanding and entitled to vote
thereon.
/s/ S. Paul Sandhu /s/ Eric A. Clemons
S. Paul Sandhu Eric A. Clemons
President Secretary
