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EXHIBIT 3
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
FORTEL, INC.,
a California Corporation
into
ZITEL CORPORATION,
a California Corporation
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Pursuant to Section 1110 of the
General Corporation Law of the State of California
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Asa W. Lanum and Anna M. McCann certify that:
1. They are President and Secretary of Zitel Corporation, a California
corporation.
2. That Zitel Corporation owns all of the outstanding shares of ZM
Acquisition Corporation, a California corporation.
3. That Zitel Corporation, by the following resolutions of its Board of
Directors, duly adopted a meeting held April 21, 2000, determined to change the
name of ZM Acquisition Corporation to FORTEL Inc. and to merge that corporation
into Zitel Corporation, on the terms and conditions set forth in such
resolutions:
RESOLVED, that the officers of this Corporation be
and they hereby are authorized and directed to take any and
all actions and execute any and all documents necessary or
appropriate to change the corporate name of ZM Acquisition
Corporation to "FORTEL Inc."
FURTHER RESOLVED, that FORTEL Inc. be merged with and
into the Corporation and that the Corporation be the surviving
corporation in such merger;
FURTHER RESOLVED, that the merger shall become
effective upon the date and time of the filing of a
Certificate of Ownership and Merger with the Secretary of
State of the State of California;
1.
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FURTHER RESOLVED, that upon the effectiveness of the
merger, the Corporation shall assume all of the liabilities
and obligations of FORTEL Inc.; and
FURTHER RESOLVED, that upon the effectiveness of the
merger, the name of the Corporation shall be changed to
"FORTEL Inc." and Article I of the Restated Articles of
Incorporation of the Corporation shall be amended to read as
follows:
"The name of this corporation is FORTEL Inc."
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct.
Dated as of May 5, 2000
/s/ Asa W. Lanum
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Asa W. Lanum, President
/s/ Anna M. McCann
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Anna M. McCann, Secretary
2.
