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Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
HEALTHWATCH, INC.
We, the undersigned, Sanford L. Schwartz, as President, and Allen R.
Goldstone, as Secretary of HealthWatch, Inc., a corporation organized and
existing under the laws of the State of Minnesota, do hereby certify that,
pursuant to actions taken at the corporation's Annual Meeting of Stockholders
held an September 20, 1987, resolutions were duly adopted by the affirmative
vote of a majority of the holders of the outstanding shares of common stock of
the corporation entitled to vote, amending Article III and adding Article IX to
the Articles of Incorporation of the corporation as follows:
"ARTICLE III
"The total authorized shares of this corporation shall
consist of Forty Million (40,000,000) voting common shares.
The Common Stock of this corporation shall have a par value
of one cent per share solely for the purpose of a statute
or regulation imposing a tax or fee based upon the
capitalization of the corporation, and a par value fixed by
the Board of Directors for the purpose of a statute or
regulation requiring the shares of the corporation to have
a par value.
"Upon the filing in the Office of the Secretary of
State of the State of Minnesota of the Certificate of
Amendment of the Articles of Incorporation of this
corporation whereby Article III is amended to read as set
forth herein, each ten (10) issued and outstanding shares
of Common Stock of this corporation shall thereby and
thereupon be combined into one (1) share of validly issued,
fully paid and non-assessable share of Common Stock. Each
person at that time holding of record any issued and
outstanding share of common Stock shall receive upon
surrender thereof to the corporation's authorized agency a
stock certificate or certificates to evidence and represent
the number of shares of post reverse stock split Common
Stock to which the shareholder is entitled after this
reverse split; provided, however, that this corporation
shall not issue fractional shares of Common Stock in
connection with this reverse stock split, but, in lieu
thereof, this corporation shall make a cash payment at the
rate of $.46 for each share (prior to this reverse stock
split) of Common Stock to the holders thereof who would
otherwise be entitled to receive fractional shares except
for the provisions hereof upon surrender of certificates
representing those shares to the corporation's authorized
agency. The ownership of such fractional interests shall
not entitle the holders thereof to any voting, dividend or
other right except the right to receive payment therefor as
described above."
"ARTICLE IX
"A director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, except
for (i) liability based on a breach of the duty of loyalty
to the corporation or the shareholders; (ii) liability for
acts or omissions not in
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good faith or that involve intentional misconduct or a
knowing violation of law: (iii) liability under Sections
302A.559 or 80A.23 of the Minnesota Statutes, (iv)
liability for any transaction from which the director
derived an improper personal benefit, or (v) liability for
any act or omission occurring prior to the date when this
Article becomes effective. If Chapter 302A, the Minnesota
Business Corporation Act, hereafter is amended to authorize
the further elimination or limitation of the liability of
directors, then the liability of a director of the
corporation, in addition to the limitation an personal
liability provided herein, shall be limited to the fullest
extent permitted by the amended Chapter 302A, the Minnesota
Business Corporation Act. Any repeal or modification of
this Article by the shareholders of the corporation shall
be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the
corporation existing at the time of such repeal or
modification."
FURTHER RESOLVED, that the President and Secretary of
the corporation be, and they hereby are, authorized and
directed to file a Certificate of Amendment of the Articles
of incorporation of this Company embodying the foregoing
resolution and to cause the same to be filed with the
Secretary of State of the State of Minnesota in accordance
with the laws of the State of Minnesota.
IN WITNESS WHEREOF, we have hereunto subscribed our names as officers of
the corporation pursuant to the foregoing resoluition this 20th day of October,
1987.
HEALTHWATCH, INC.
By: /s/ Sanford L. Schwartz
---------------------------
Sanford L. Schwartz
President
By: /s/ Allen R. Goldstone
---------------------------
Allen R. Goldstone
Secretary
(No Corporate Seal)
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