BECOR COMMUNICATIONS INC
SB-2, EX-3.3, 2000-09-27
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                                                                     EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               BECOR INTERNET INC.

                           ---------------------------


     BECOR  INTERNET  INC., a corporation  organized  and existing  under and by
virtue of the  general  corporation  Law of the State of  Delaware,  DOES HEREBY
CERTIFY:

     FIRST.      That the Board of Directors of said  corporation,  at a meeting
duly convened and held, adopted the following resolutions:

     RESOLVED  that the Board of Directors  hereby  declares it advisable and in
the best  interest of the  Company  that  Article  First of the  Certificate  of
Incorporation be amended to read as follows:

     FIRST:      The name of this corporation shall be:

                           BECOR COMMUNICATIONS, INC.

     RESOLVED  that the Board of Directors  hereby  declares it advisable and in
the best  interest of the Company that  Article  SEVENTH of the  Certificate  of
Incorporation be added to read as follows:

     SEVENTH:    The Corporation shall, to the full extent permitted by  Section
145 of the Delaware Corporation Law, as the same may be amended and supplemented
from time to time, indemnify all persons whom it may indemnify pursuant thereto.
The personal  liability of directors and officers of the  Corporation  is hereby
eliminated to the fullest extent permitted by Section  102(b)(7) of the Delaware
General Law, as the same may be amended and supplemented from time to time.

     SECOND.     That the said amendment has been consented to and authorized by
the holders of a majority of the issued and  outstanding stock  entitled to vote
by written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

     THIRD.      That  the  aforesaid  amendment  was duly adopted in accordance
with  the  applicable  provisions  of  Sections  242  and  228  of  the  general
Corporation Law of the State of Delaware.

     IN WITNESS  WHEREOF,  said  corporation  has caused this  Certificate to be
signed by Buddy Young this 8 day of May A.D. 2000.

                                                     /s/ Buddy Young
                                                     ----------------------
                                                     Buddy Young, President


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