CENTURY LABORATORIES INC
10QSB, EX-3.2, 2000-12-21
PATENT OWNERS & LESSORS
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                    WRITTEN CONSENT TO ACTION WITHOUT MEETING
                          OF CENTURY LABORATORIES, INC.

Pursuant  to  Article  3  section  7  of  the  Bylaws  and DCA 8-141(f), (i) the
following  action  is  taken  and  approved by the Board of Directors of CENTURY
LABORATORIES,  INC.  by  unanimous  written  consent  as  if  a meeting had been
properly  called  and held and all the directors were present at the meeting and
voted  in  favor  of  such  action:

RESOLVED,  that the Fiscal Year-End of the corporation be changed from May 31 to
December  31,  effective  immediately, and that therefore the Fiscal Year of the
corporation  shall  now  begin  on  the  first  day  of  January  in  each year.

RESOLVED  FURTHER:  That the appropriate officers of this corporation are hereby
authorized  and directed to take such actions and execute such documents as they
may  deem  necessary  or  appropriate  to  effectuate  the  said  amendment.

IN  WITNESS  WHEREFORE,  the  undersigned,  being  all  the Directors of CENTURY
LABORATORIES,  INC.  have  signed  this  consent  on  the  dates indicated below
effective  this  19th  day  of  December  2000.


                                                     12/19/2000
/s/____________________________________________     ______________
Director;  ROBERT  BRYAN                                Date




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