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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
PURCHASESOFT, INC.
Pursuant to Section 242 of the
General Corporation Law of the
State of Delaware
PURCHASESOFT, INC., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
That, by action of the Board of Directors of the Corporation, a
resolution was duly adopted, pursuant to Section 242 of the General Corporation
Law of the State of Delaware, setting forth an amendment to the Certificate of
Incorporation of the Corporation and declaring such amendment to be advisable.
The stockholders of the Corporation duly approved said proposed amendment at the
Corporation's Annual Meeting on November 17, 2000 in accordance with Section 242
of the General Corporation Law of the State of Delaware. The resolution setting
forth the amendment is as follows:
RESOLVED, that the first sentence of Article FOURTH of the
Certificate of Incorporation of the Corporation, be and hereby
is deleted in its entirety and the following sentence be
inserted in lieu thereof:
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 50,000,000 shares, consisting
solely of:
50,000,000 shares of common stock, $.01 par value per share ("Common
Stock").
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by the
undersigned, Donald S. LaGuardia, its President and Chief Executive Officer,
this 30 day of November, 2000.
PURCHASESOFT, INC.
By: /s/ Donald S. LaGuardia
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Name: Donald S. LaGuardia
Title: President and Chief Executive Officer
