NEW YORK FILM WORKS INC
10KSB40, EX-3.7, 2000-06-15
PHOTOFINISHING LABORATORIES
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Exhibit 3.7                                           STATE OF NEW YORK
                                                      DEPARTMENT OF STATE
                                                      Filed November 4, 1988

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                            NEW YORK FILM WORKS, INC.

               (Under Section 805 of the Business Corporation Law)

      The undersigned, Peter J. Miller and Gerald Cohen, being respectively the
President and Secretary of NEW YORK FILM WORKS, INC., do hereby certify that:

      1. The name of the Corporation is

                  New York Film Works, Inc.

      2. The name under which the Corporation was formed was New York Color
Works, Inc.

      3. The Certificate of Incorporation of said Corporation was filed by the
Department of State on November 5, 1980.

      4. (a) The Certificate of Incorporation of the Corporation is hereby
amended to limit the liability of the directors of the Corporation in accordance
with the applicable provisions of the Business Corporation Law.

         (b) To effectuate the foregoing, a new Article EIGHTH shall be added to
the Certificate of Incorporation as follows:

      "EIGHTH: Pursuant to Section 402(b) of the Business Corporation Law of the
      State of New York, the liability of the Corporation's directors to the
      Corporation or its shareholders for damages for breach of duty as a
      director shall be eliminated to the fullest extent permitted by the
      Business Corporation Law of the State of New York, as it exists on the
      date hereof or as it may hereafter be amended. No amendment to or repeal
      of this

<PAGE>

      Article shall apply to or have any effect on the liability or alleged
      liability of any director of the Corporation for or with respect to any
      acts or omissions of such director occurring prior to such amendment or
      repeal."

      5. The foregoing amendment to the Certificate of Incorporation was
authorized by the Board of Directors followed by at least a majority of the
holders of all of the shares of the Corporation entitled to vote thereon.

      IN WITNESS WHEREOF, we have signed this Certificate on the 25th day of
October, 1988, and we affirm the statements contained therein are true under
penalty of perjury.


                                        /s/ Peter J. Miller
                                        ---------------------------------------
                                        PETER J. MILLER, President


                                        /s/ Gerald Cohen
                                        ---------------------------------------
                                        GERALD COHEN, Secretary



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