FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 31 1998
No. C1900-96
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/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 THE ARTICLES OF INCORPORATION FOR THE PURPOSE OF
INCREASING THE AUTHORIZED CAPITALIZATION, CHANGING THE
RESIDENT AGENT, AND OTHERWISE GENERALLY AMENDING AND
RESTATING THE WORDING OF THR ARTICLES
The undersigned hereby certifies that the Board of Directors on July 30, 1998,
consisting of the undersigned individual as sole Director, unanimously approved
a resolution to recommend that the shareholders of BILTMORE VACATIONS 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 July 30, 1998.
As of July 30, 1998, 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.
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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 to the laws of the State of Nevada.
FOURTH: The stock of the corporation will be issued as one class of
common stock amount in the amount of five-hundred million (500,000,000) shares
having par value of $0001 each. The Board of Directors shall have the authority,
by resolution or resolutions, to divide 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 of the various
classes or 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
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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 preemptive 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 that one
member and no more than seven members. The current Board of Directors consists
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 of 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.
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RESOLVED, that this Amendment take effect upon filing with the
Secretary of State.
I, George Wuagneux, President and Secretary and Director of Biltmore
Vacation Resorts, Inc., hereby certifies that I am the duly elected President
and 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 July 30, 1998.
/s/ George Wuagneux Pres, Sec.
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George Wuagneux
State of Nevada )
)
County of Clark )
On the 30th day of July, 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:
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[notary seal of Catherine L. Mara here] /s/ Catherine L. Mara
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Notary Public
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