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EXHIBIT 3(iii).1
AMENDMENT
TO THE
BY-LAWS OF
SMART WORLD UNITED, INC.
Pursuant to the provisions of the Nevada Business Corporations Act,
SMART WORLD UNITED, 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 indemnity 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 27, 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 27, 2000.
Dated: May 27, 2000
/s/ SHEIK M. ZAAKIR
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Sheik Mohamed Zaakir, Secretary
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RESOLUTION OF THE BOARD OF DIRECTORS
OF
SMART WORLD UNITED, 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 27th 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 27,
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 27th day of May, 2000
/s/ JARED CLARKE /s/ SHEIK ZAAKIR
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Jared Clarke Sheik Zaakir
