FILED # C-1900-96
DEC 21 1999
IN THE OFFICE OF
/S/ Dean Heller
DEAN HELLER SECRETARY OF STATE
CERTIFICATE OF SECRETARY AND PRESIDENT
of
BILTMORE VACATION RESORTS, INC. (the "COMPANY"),
a Nevada Corporation
No. 1900-96
TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION
FOR THE PURPOSE OF DECREASING THE AUTHORIZED CAPITALIZATION
The undersigned hereby certifies that the Board of Directors on December 20,
1999, consisting of the undersigned individual as Sole Director, unanimously
approved a resolution to recommend that the Shareholders of BILTMORE VACATION
RESORTS, INC. adopt the following amended and restated Articles and that a
majority of the Shareholders approved this amendment in lieu of meeting,
pursuant to the By-Laws of the Company and the Nevada Revised Statutes, also on
December 20, 1999. As of December 20, 1999, stock had already been previously
issued by the Company.
The Amendment to the Articles of Incorporation is as follows:
RESOLVED, that the following Amended and. Restated Articles of
Incorporation be substituted for the current Articles of Incorporation:
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
BILTMORE VACATION RESORTS, INC.
FIRST: The name of the Company is Biltmore Vacation Resorts, Inc.
SECOND: The Resident Agent and registered office in the State of
Nevada is:
Mr. George Wuagneux
Biltmore Vacation Resorts, Inc.
2110 East Flamingo Road, Suite 110
Las Vegas, Nevada 89119
THIRD: The purpose for which this corporation is to transact any
lawful business, or to promote or conduct any legitimate
object or purpose, under and. subject tot he laws of the State
of Nevada.
FOURTH: The stock of the Corporation will be issued as one class of
Common Stock in the amount of Fifty Million (50,000,000)
Shares, having par value of $0.001 each. The Board of
Directors shall have the authority, by resolution or
resolutions, to divide
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the stock into more than one class of stock or more than one
series of any class, to establish and fix the distinguishing
designation of each such series and the number of shares
thereof (which number, by like action of the Board of
Directors from time to time thereafter may be increased,
except when otherwise provided by the Board of Directors in
creating such series, or may be decreased, but not below the
number of Shares thereof then outstanding) and, within the
limitations of applicable law of the State of Nevada or as
otherwise set forth in this Article, to fix and determine the
relative voting powers, designations, preferences,
limitations, restrictions, and relative voting powers, rights
of the various classes of stock or series thereof and the
qualifications, limitations, or restrictions of such rights of
each series so established prior to the issuance thereof.
There shall be no cumulative voting by Shareholders.
FIFTH: The Company, by action of its Directors and without action by
its Shareholders, may purchase its own Shares in accordance
with the provision of Nevada Revised Statutes. Such purchase
may be made either in the open market, or at public or private
sale, in such manner amounts from such holder or holders of
outstanding Shares of the Company and at such prices as the
Directors shall from time to time determine.
SIXTH: No holder or Shares of the Company of any class, as such,
shall have any pre-emptive right to purchase or subscribe for
Shares of the Company, of any class, whether now or hereafter
authorized.
SEVENTH: The Board of Directors shall consist of no fewer than one (1)
member and no more than seven (7) members. The current Board
of Directors consists
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of George Wuagneux and his address as a Director is:
Mr. George Wuagneux
Biltmore Vacation Resorts, Inc.
2110 East Flamingo Road, Suite 110
Las Vegas, NV 89119
EIGHTH: No officer or director shall be personally liable to the
Corporation or its Shareholders for money damages, except as
provided in the Nevada Revised Statutes. The personal
liability of a director or officer of the Corporation for
damages for breach of fiduciary duty as a director or officer
shall be limited to acts of omissions which involve
intentional misconduct, fraud, or a knowing violation or law.
Further, each director and each officer of the Corporation may
be indemnified by the Corporation to the full extent allowed
by Nevada law and the details of such indemnification may be
stated in a corporate resolution.
NINTH: The Corporation shall not issue any non-voting equity
securities.
RESOLVED, that this Amendment take effect upon filing with the
Secretary of State.
I, George Wuagneux, President, Secretary, and Director of Biltmore
Vacation Resorts, Inc., hereby certifies that I am the duly-elected President,
Secretary, and sole Director of the Company and that the foregoing resolution
and the above-indicated information is true and correct and the Shareholders
approved this Amendment on December 20, 1999.
By /s/ George Wuagneux C.E.O.
-----------------------------
GEORGE WUAGNEUX
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State of Nevada )
)
County of Clark )
On the 20th day of December, 1999, before me, a Notary Public,
personally appeared GEORGE WUAGNEUX, who executed the foregoing document. If not
personally known by me, the following identification was produced:
[notary seal of Melissa Novelo here] /s/ Melissa Novelo
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NOTARY PUBLIC
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