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EXHIBIT 3.3
RESOLUTIONS TO BE ADOPTED
BY THE BOARD OF DIRECTORS OF
FUTURUS FINANCIAL SERVICES, INC.
JUNE 20, 2000
AMENDMENT TO THE BYLAWS
WHEREAS, the Board of Directors has been made aware of an inconsistency
between the Articles of Incorporation, as amended and restated, and the Bylaws
of Futurus Financial Services, Inc. (the "Corporation") regarding provisions
governing board approval of all acquisitions of the Corporation's voting
securities requiring a change of control notice to be filed with the Federal
Reserve under the Change in Bank Control Act, and that it is in the best
interests of the Corporation to amend the Corporation's Bylaws. Therefore, it is
RESOLVED, that the Board of Directors hereby approves amending the
Corporation's Bylaws by deleting Section 7.4, which read as follows:
7.4 BENEFICIAL OWNERSHIP LIMITATION. No Person or entity shall be
permitted to obtain, acquire, purchase, convert, or otherwise come into
possession or control of a beneficial ownership interest, as defined by
rules promulgated by the Securities and Exchange Commission, that shall
cause such person's or entity's beneficial ownership in any class(es)
of stock of the corporation, then issued and outstanding, to equal or
exceed five percent without first obtaining the affirmative vote of
two-thirds of the holders of a majority of the issued and outstanding
shares of the corporation. To the extent that any person or entity
fails to comply with this Section 7.4, that portion of beneficial
ownership held in violation of this Section 7.4 shall be disregarded by
the corporation, including, but not limited to, any voting rights
arising from such beneficial ownership.
RESOLVED, that the Board of Directors hereby approves any section
renumber or other formatting changes required due to the deletion of Section 7.4
as authorized herein.
RESOLVED, that the Board of Directors hereby ratifies and adopts the
Corporation's Bylaws as amended herein.
