Exhibit 3.4
CERTIFICATE OF
AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
IVOICE.COM, INC.
UNDER SECTION 242 OF THE GENERAL CORPORATION LAW OF DELAWARE
# # # # #
The undersigned, being President and Chief Executive Officer of
iVoice.com, Inc., a Delaware corporation (the "Corporation"), hereby
certifies that:
(a) The name of the Corporation is iVoice.com, Inc.
(b) The date the Certificate of Incorporation was filed by the
Department of State was October 20, 1989;
(c) The amendment of the Corporation's Certificate of
Incorporation affected by this Certificate of Amendment is as
follows:
1. The Certificate of Incorporation of the Corporation is hereby amended
pursuant to the authorization of the Board of Directors of the Corporation,
so as to add an additional Section 4 to Article IV of the Certificate of
Incorporation providing the holders of Class B common stock was a right to
convert the Class B Common stock into Class A common stock is added to read
as follows:
Section 4. At the option of the holder of the Class B common
stock of the Corporation, the shares of Class B common stock may be
converted, either in whole or in part, into Class A common stock of
the Corporation at any time, at the conversion ratio equal to 100
shares of Class A common stock for each Class B common stock share
that is converted by the holder.
2. The foregoing amendment of the Corporation's Certificate of Incorporation was
adopted by the board of Directors of the Corporation (the "Board") through
unanimous written consent in lieu of meeting on April 24, 2000, and approved
and ratified by the Corporation's shareholders through written consent in
lieu of meeting on April 24, 2000 given in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of the Certificate of Incorporation to be executed by a duly
authorized officer on April 27, 2000.
IVOICE.COM, INC.
By: /s/ Jerome Mahoney
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Jerome Mahoney
President and Chief Executive Officer
