DIVERSIFIED INVESTORS CORP
10SB12G, EX-3.2, 2000-09-01
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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

     DIVERSIFIED MEDICAL CORPORATION, a corporation organized and existing under
and by virtue of the  General  Corporation  Law of the State of  Delaware,  DOES
HEREBY CERTIFY:

     FIRST:  That a meeting of the Board of  Directors  of  DIVERSIFIED  MEDICAL
CORPORATION  resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said  corporation,  declaring said amendment
to be advisable and calling a meeting of the  stockholders  of said  corporation
for consideration  thereof.  The resolution setting forth the proposed amendment
is as follows:

     RESOLVED,  that the  Certificate of  Incorporation  of this  corporation be
amended by changing the Articles thereof numbered "FIRST and FOURTH" so that, as
amended  said  Articles  shall be and read as follows:  "FIRST:  The name of the
corporation is DIVERSIFIED INESTORS CORPORATION.

     FOURTH:  The total  number of shares of stock which the  corporation  shall
have authority to issue is ten million shares  (10,000,000) and the par value of
each such share is: $.0025  amounting to the aggregate to  Twenty-Five  Thousand
Dollars ($25,000.00)."

     SECOND: That thereafter,  pursuant to resolution of its Board of Directors,
a special meeting of the  stockholders  of said  corporation was duly called and
held, upon notice in accordance with Section 222 of the General  Corporation Law
of the State of Delaware  at which  meeting  the  necessary  number of shares as
required by statute were voted in favor of the amendment.

     THIRD:  That  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     FOURTH:  That the capital of said corporation shall not be reduced under or
by reason of said amendment.

     IN WITNESS WHEREOF,  said DIVERSIFIED MEDICAL  CORPORATION,  has caused its
corporate  seal to be  hereunto  affixed  and this  certificate  to be signed by
Philip S. Budin its President, and Jeffrey Simon, its Secretary,  this 22 day of
December, 1981.

                                                            /S/ PHILIP S. BUDIN
                                                            /S/ JEFFREY SIMON




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