Exhibit 3(iv)
MINUTES OF THE REGULAR MEETING
OF THE BOARD OF DIRECTORS OF
CLEARWORKS.NET, INC.
(A DELAWARE CORPORATION)
The regular meeting of the Board of Directors of CLEARWORKS.NET, INC. was held
at the principal office of the Corporation at 2450 Fondren, Suite 200, Houston,
Texas 77063 on the 25th day of February, 2000 at 10:00 a.m.
The following Directors of the Corporation, being a quorum and all of the
Directors of the Corporation, were present and participated throughout the
meeting:
Michael T. McClere
Dennis Majeski
Raymond Harrell
Michael T. McClere, the Chairman of the Board acted as Chairman of the meeting,
and Shannon D. McLeroy, Secretary of the Corporation acted as Secretary of the
meeting.
The Secretary presented and read a waiver of notice of meeting, signed by all
the Directors, which was ordered filed with the minutes of the meeting.
The minutes of the preceding meeting of the Board of Directors were read and
approved.
. . . RESOLVED FURTHER, that in accordance with the authority granted in
Article 9, Paragraph 2 of the Certificate of Incorporation of the Company,
Section 4.1 of Article IV of the Bylaws of the Company which now reads:
SECTION 4.1. NUMBER, QUALIFICATIONS AND TERM. The business and
affairs of the Corporation shall be managed or be under the direction of
the board of directors; and, subject to any restrictions imposed by law,
by the certificate of incorporation, or by these bylaws, the board of
directors may exercise all the powers of the Corporation. The board of
directors shall consist of two (2) members. Such number may be increased
or decreased by amendment of these bylaws, provided that no decrease shall
effect a shortening of the term of any incumbent director. Directors need
not be residents of Delaware or stockholders of the Corporation absent
provision to the contrary in the certificate of incorporation or laws of
the State of Delaware. Except as otherwise provided in section 4.3 of
these bylaws, each position on the board of directors shall be filled by
election at the annual meeting of stockholders. Any such election shall be
conducted in accordance with section 3.10 of these bylaws. Each person
elected a director shall hold office until his successor is duly elected
and qualified or until his earlier resignation or removal in accordance
with section 4.2 of these bylaws.
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IS HEREBY AMENDED TO READ:
SECTION 4.1. NUMBER, QUALIFICATIONS AND TERMS. The business and
affairs of the Corporation shall be managed or be under the direction of
the Board of Directors; and, subject to any restrictions imposed by law,
by the Certificate of Incorporation, or by these Bylaws, the Board of
Directors may exercise all the powers of the Corporation. The Board of
Directors shall consist of up to seven (7) members. Such number may be
increased or decreased by amendment of these Bylaws, provided that no
decrease shall effect shortening of the term of any incumbent Director.
Directors need not be residents of Delaware or stockholders of the
Corporation absent provision to the contrary in the Certificate of
Incorporation or laws of the State of Delaware. Except as otherwise
provided in Section 4.3 of these Bylaws, each position on the Board of
Directors shall be filled by election at the Annual Meeting of
Stockholders. Any such election shall be conducted in accordance with
Section 3.10 of these Bylaws. Each person elected Director shall hold
office until his successor is duly elected and qualified or until his
earlier resignation or removal in accordance with Section 4.2 of these
Bylaws. . . .
there being no further business before the meeting, on motion duly made,
seconded and unanimously carried, the meeting was adjourned.
DATED: 2/25/00
/s/ MICHAEL T. MCCLERE
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Michael T. McClere, Chairman
/s/ SHANNON D. MCLEROY
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Shannon D. McLeroy, Secretary
