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Exhibit 2(ii)
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
GREENHOLD GROUP, INC.
FILED 99 JUL 19
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
Pursuant to the provisions of the Florida Statutes, on July 12, 1999 all of the
directors and shareholders of Greenhold Group, Inc., a Florida corporation (the
"Corporation"), adopted the following resolutions by written consent:
RESOLVED: That the number of authorized shares
of common stock of the Corporation
should be increased to twenty-five
million (25,000,000), $0.01 par value per
share and that the number of authorized
shares of preferred stock should be
increased to five million (5,000,000), $.01
par value per share.
RESOLVED: That the Articles of Incorporation as
filed with the Florida State Depart-ment
should be amended to reflect the foregoing
resolution.
RESOLVED: That the President of the Corporation
is authorized to take any and all action
necessary in order to reflect the change in
authorized capital of the Corporation.
NOW THEREFORE, in accordance with the foregoing resolutions, the first sentence
of Article III of the Corporation's Articles of Incorporation is deleted and the
following inserted in its place:
ARTICLE III. CAPITAL STOCK
The total number of shares of all classes of stock which the
corporation has the authority to issue is twenty-five million
(25,000,000) common stock, $0.01 par value per share, and five
million (5,000,000) preferred stock, $0.01 par value per
share.
IN WITNESS WHEREOF, the President of the Corporation has executed and submitted
this instrument this 12th day of July 1999.
/s/ John O'Keefe
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John M. O'Keefe, Sr., President
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
GREENHOLD GROUP, INC.
FILED 99 DEC 13
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
Pursuant to the provisions of the Florida Business Corporation Act,
Chapter 607, Florida Statutes, the undersigned corporation certifies as follows
and adopts the following Articles of Amendment to its Articles of Incorporation:
1. The name of the corporation is: GREENHOLD GROUP, INC.
2. The Articles of Incorporation of the said Florida corporation
were filed on March 22, 1999, and assigned document #
P99000023235.
3. The following amendments of the Articles of Incorporation were
adopted by the sole incorporator of the corporation, there
being no shares yet issued by the corporation.
ARTICLES III and VI are hereby deleted in their entirety and
new ARTICLES III and VI are adopted as follows:
"ARTICLE III - CAPITAL STOCK
The total authorized capital stock of this
Corporation shall consist of Fifty Million (50,000,000) shares
of voting common stock, having a par value of $.001 each,
amounting in the aggregate to Fifty Thousand Dollars (
$50,000.00). All stock when issued shall be fully paid for and
shall be nonassessable and shares of the Corporation are not
to be divided into classes.
The holders of the outstanding capital stock shall be
entitled to receive, when and as declared by the Board of
Directors, dividends payable either in cash, in property, or
in shares of the capital stock of the Corporation. In any
event, dividends on the common stock of this Corporation shall
have no cumulative rights whatsoever and dividends will not
accumulate if the Directors do not declare dividends, whether
or not there is a surplus available to the Board of Directors
for payment of dividends.
Each shareholder of this Corporation shall have one
vote per share of issued and outstanding shares."
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"ARTICLE VI - DIRECTORS
The Corporation shall have a maximum of seven (7)
Directors, under such terms and conditions as shall be
specified in the Bylaws."
4. The date of adoption for each of the above amendments is
December 1, 1999.
Signed this 9th day of December 1999.
/s/ John O'Keefe
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Incorporator
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