EXHIBIT 3.(i).3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
Gillette Industries Group, Inc.
Pursuant to the provision of section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended,
added or deleted)
Amended:
ARTICLE I. NAME
The name of the corporation shall be Lucid Concepts, Inc.: The
principal place of business of this corporation shall be 277 Royal Poinciana
Way, Suite 192, Palm Beach, FL 33480.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 50,000,000 shares of common
stock having a par value of $.001 per share; and 10,000,000 shares of preferred
stock, with the specific terms, conditions, limitations, and preferences to be
determined by the Board of Directors without shareholder approval.
Added:
ARTICLE VIII. ACTION BY MAJORITY VOTE
The By-Laws of the Corporation may provide that any matter to be
voted upon by either the Directors or the Shareholders of the corporation shall
require only a majority vote. Consents in writing of either the Directors or
Shareholders need be approved only by a majority of such Directors or
Shareholders.
ARTICLE IX. SPECIAL AUTHORITY OF BOARD OF DIRECTORS AND WAIVER OF
DISSENTERS RIGHTS
The Board of Directors by a majority vote thereof shall be and are hereby
authorized to enter into on behalf of the corporation and to bind the
corporation without shareholder approval, any and all acts approving (a) the
terms and conditions of a merger and/or a share exchange; and (b) divisions,
combinations and/or splits of shares of any class or series of stock of the
corporation, whether issued or unissued, with or without any change in the
number of authorized shares; and shareholders affected thereby, shall not be
entitled to dissenters rights with respect thereto under any applicable
statutory dissenters rights provisions.
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ARTICLE X. CONFLICT OF INTEREST
Any related party contract or transaction must be authorized, approved or
ratified at a meeting of the Board of Directors by sufficient vote thereon by
directors not interested therein or the transaction must be fair and reasonable
to the Corporation.
ARTICLE XI. INDEMNIFICATION
The Corporation shall indemnify its Officers, Directors, Employees and Agents in
accordance with the following:.
(a) The Corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was otherwise serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, has no reasonable cause to believe
his conduct to be unlawful. The termination of any action, suit or proceeding,
by judgment, order, settlement, conviction upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did not act
in good faith in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and, with respect to any criminal action
or proceeding, had reasonable cause to believe the action was unlawful.
(b) The Corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the Corporation, to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to whether such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Corporation, unless, and only to the extent that, the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification for such
expenses which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.
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(d) Any indemnification under Section (a) or (b) of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the officer,
director, employee or agent is proper under the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for that purpose.
(e) Expenses (including attorneys' fees) incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding, as
authorized in Section (d) of this Article, upon receipt of an understanding by
or on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.
(f) The Board of Directors may exercise the Corporation's power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Amended Articles of Incorporation, the Bylaws, agreements,
vote of the shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs
and personal representatives of such a person.
Article XII. Law Applicable to Control-Share Voting Rights.
The provisions set forth in Section 607.0902, Fla. Stat. do not apply
to control-share acquisitions of shares of the Corporation.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment if not contained in the amendment itself, are as follows:
n/a
THIRD: The date of each amendment's adoption: 6/3/99
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FOURTH: Adoption of Amendment(s) check one:
___X___ The amendment(s) was/were approved by the shareholders. The
number of votes cast for the amendment(s) was/were
sufficient for approval.
________ The amendment(s) was/were approved by the shareholders through voting
groups.
The following statements must be separately provided for
each voting group entitled to vote separately on the
amendment(s):
"The number of votes cast for the amendment(s) was/were sufficient for
approval by
-----------------------------------------------."
(Voting Group)
________ The amendment(s) was/were adopted by the board of directors
without shareholder action and shareholder action was not
required.
________ The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 3rd day of June, 1999.
BY: _________________________________________
(By the Chairman or Vice Chairman of the Board of Directors,
President, or other officer if adopted by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
/s/ Kevin Bell
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Kevin Bell, President/Director
Typed or printed Name and Title
