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EXHIBIT 3(iii)1
AMENDMENT
TO THE
BY-LAWS OF
EASY.COM, INC.
Pursuant to the provisions of the Nevada Business Corporations
Act, EASY.COM, INC. (the "Corporation") adopts the following Amendment to the
By-Laws:
1. Article II of the By-Laws is amended to add Paragraph 8 as
follows:
8. LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer
of the Corporation shall be personally liable to the
Corporation or its shareholders for damages for breach of any
duty owed to the Corporation or its shareholders. In addition,
the Corporation shall have the power, in its By-Laws or in any
resolution of its shareholders or directors, to undertake to
indemnify the officers and directors of this Corporation
against any contingency or peril as may be determined to be in
the best interests of this Corporation, and in conjunction
therewith, to procure, at this corporation's expense, policies
of insurance.
2. The Amendment was duly adopted by unanimous written consent of
the directors of the Corporation on May 12, 2000 and by the
shareholders owning a majority of the outstanding voting stock
of the corporation and such majority of votes was sufficient
approval.
5. The effective date of this Amendment is May 12, 2000.
Dated: May 12, 2000
/s/ MARVIN N. WINICK
----------------------------------
Marvin N. Winick, President
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RESOLUTION OF THE BOARD OF DIRECTORS
OF
EASY.COM, INC.
Pursuant to the provisions of the Nevada Business Corporations Act, the
following resolution is passed as a resolution of the Directors of the
Corporation consented to in writing by all the Directors of the Corporation on
the l2th day of May, 2000.
WHEREAS the Corporation desires to change its by-laws and add additional
articles as set out below.
BE IT RESOLVED, THAT:
1. Article II of the By-Laws is amended to add Paragraph 8 as follows:
8. LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the Corporation
or its shareholders. In addition, the Corporation shall have the power,
in its By-Laws or in any resolution of its shareholders or directors,
to undertake to indemnify the officers and directors of this
Corporation against any contingency or peril as may be determined to be
in the best interests of this Corporation, and in conjunction
therewith, to procure, at this corporation's expense, policies of
insurance.
2. This proposed amendments be put before the majority shareholders of the
Corporation for approval without a meeting pursuant to the Nevada
Business Corporations Act.
3. The record date for this shareholders action will be May 12, 2000.
4. Any officer or director of the Corporation is hereby authorized,
empowered, and directed, in the name of and on behalf of the
Corporation, to execute, deliver and file any and all documents to take
any and all other action that may be necessary, appropriate, or
expedient in order to accomplish the purposes and intent of the
foregoing resolution.
5 This resolution may be signed in counterparts and transmitted by
facsimile, and that each copy will together constitute but one document
and be deemed to be an original.
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DATED THIS 12TH DAY OF MAY, 2000
/s/ MARVIN N. WINICK /s/ STERLING KLEIN
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Marvin N. Winick Sterling Klein
/s/ SAKWINDER NARWAL
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Sakwinder Narwal
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ACTION BY SHAREHOLDERS
WITHOUT A MEETING OF
EASY.COM, INC.
(A Nevada Corporation)
On this 12th day of May 2000, the Shareholders whose signatures appear
below, have consented to the action and resolution contained herein, such action
being pursuant to the authority provided by the Nevada Business Corporations
Act. As of this date, the Corporation has issued and outstanding a total of
400,000 shares of fully paid, non-assessable common stock. The undersigned
Shareholders represent 376,000 shares of the total issued and outstanding shares
or 94%.
BE IT RESOLVED, that
1. Article II of the By-Laws is amended to add Paragraph 8 as follows:
8. LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICER
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the Corporation
or its shareholders. In addition, the Corporation shall have the power,
in its By-Laws or in any resolution of its shareholders or directors to
undertake to indemnify the officers and directors of this Corporation
against any contingency or peril as may be determined to be in the best
interests of this Corporation, and in conjunction therewith, to
procure, at this corporation's expense, policies of insurance.
The undersigned by their signatures below, hereby consent to this
action without notice and without a meeting, and adopt the foregoing Resolution.
/s/ MARVIN N. WINICK /s/ STERLING KLEIN
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Marvin N. Winick Sterling Klein
Shares Represented 188,000 or 47% Shares Represented 188,000 or 47%
