ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
OF
PCS EDUCATION SYSTEMS, INC.
Pursuant to the provisions of Section 30-1-61 of the Idaho Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is PCS Education Systems, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the shareholders of the Corporation on the 6th day of June, 1996, in
the manner prescribed by the Idaho Business Corporation Act:
Article V is hereby amended to read as follows:
V.
The aggregate number of shares that this corporation shall have authority
to issue shall be 50,000,000 at no par value.
Each outstanding share entitled to vote shall be entitled to one (1) vote
on each matter submitted to a vote at a meeting of shareholders. Votes may not
be cumulated.
All preemptive rights are denied.
THIRD: The number of shares of the Corporation outstanding at the time of
such adoption was 15,788,161 and the number of shares entitled to vote thereon
was 15,788,161
FOURTH: The number of shares voted for such amendment was 10,163,937 and
the number of shares voted against such amendment was zero (o).
DATED this 5th day of June, 1996.
By: /s/ Anthony A. Maher
-------------------------------
Anthony A. Maher, President
By: /s/ Donald J. Farley
-------------------------------
Donald J. Farley, Secretary
<PAGE>
STATE OF IDAHO )
:ss
County of Ada )
On this 5th day of June, 1996, before me, a Notary Public in and for the
State of Idaho, personally appeared ANTHONY A. MAHER and DONALD J. FARLEY, known
to me to be the President and Secretary, respectively of PCS EDUCATION SYSTEMS,
INC., the corporation that executed the within and foregoing Articles of
Amendment and, being first duly sworn, verified that the statements therein
contained are true to the best of their knowledge.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Shirley Spratt
--------------------
Notary Public for Idaho
Residing at: Boise, Idaho
My Commission Expires: 8/24/99
