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EXHIBIT 3.4
SHARED USE NETWORK SERVICES, INC.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act,
Shared Use Network Services, Inc., ("Corporation") adopts the following Articles
of Amendment to its Articles of Incorporation.
FIRST: The name of the Corporation is Shared Use Network Services, Inc.
SECOND: Articles I, IV and VIII of the Corporation's Articles of Incorporation
are hereby amended as follows:
A. Article I is hereby amended to read as follows:
"ARTICLE I
NAME
The name of the Corporation shall be Evergreen Network.com, Inc.";
B. The title and the first paragraph of Article IV are hereby amended to read as
follows:
"ARTICLE IV
CAPITAL
The authorized capital stock of the Corporation shall be 30,000,000 shares
consisting of 20,000,000 shares of common stock with a par value of $.01 per
share ("Common Stock") and 10,000,000 shares of preferred stock with a par value
of $.01 per share ("Preferred Stock")"; and
C. Article VIII of the Articles of Incorporation shall be amended to read as
follows:
"ARTICLE VIII
BOARD OF DIRECTORS
The affairs of the Corporation shall be governed by a Board of Directors which
shall be organized and operate in accordance with the provisions of this
Article.
1. The number of Directors of the Corporation which shall constitute the whole
Board shall be not less than one Director. The exact number of Directors shall
be fixed from time to time as provided in the bylaws of the Corporation. The
Directors shall be divided into three classes, as nearly equal in number as
possible, with respect to the time for which they shall severely hold office.
Directors of Class A first chosen shall hold office for one year or until the
first annual election following their election; Directors of Class B first
chosen shall hold office for two years or until the second annual election
following their election; and Directors of Class C first chosen
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shall hold office for three years or until the third annual election following
their election, and in each case, until their successors to the Class of
Directors whose term shall expire at that time shall be elected to hold office
for a term of three years, so that the term of office of one Class of Directors
shall expire in each year. Each Director elected shall hold office until his
successor shall be elected and shall qualify.
2. Newly created Directorships resulting from any increases in the authorized
number of Directors shall be filled by a majority vote of the remaining
Directors, though less than a quorum, and the Directors so chosen shall hold
office for a term expiring at the next annual meeting of stockholders at which a
successor shall be elected and shall qualify.
3. Any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be
filled by the vote of a majority of the remaining Directors, though less than a
quorum, and the Directors so chosen shall serve for the unexpired term of this
predecessor in office,
4. The name and address of the member of the Board of Directors who shall hold
office until the next annual meeting of the shareholders of the Corporation or
until their successor shall have been elected and qualified, is:
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<CAPTION>
NAME ADDRESS
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<S> <C>
Howard E. Tooke 3336 North 32nd Street, Suite 106
Phoenix, AZ 85018
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THIRD: The Amendment was duly adopted by the stockholders on April 5, 2000 by a
sufficient vote of the outstanding stock of the Corporation.
Executed this 5th day of April, 2000
Shared Use Network Services, Inc.
By: /s/ HOWARD E. TOOKE
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Howard E. Tooke
President
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