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EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
James P. Jimirro and Scott Roth certify that:
1. They are the President and Secretary, respectively, of J2
Communications, a California Corporation.
2. Articles V and VI are hereby added to the Restated Articles of
Incorporation to read as follows:
"ARTICLE V - LIABILITY OF DIRECTORS
The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent
permissible under California Law.
ARTICLE VI - INDEMNIFICATION OF AGENTS
The corporation is authorized to provide indemnification
of agents (as defined in Section 317 of the Corporation Code)
for breach of duty to the corporation and its stockholders by
bylaw or through agreements with the agents, or both, in excess
of the indemnification otherwise permitted by Section 317 of the
Corporation Code, subject to the limits of such excess
indemnification set forth in Section 204 of the Corporations
Code."
3. The foregoing amendment of the Articles of Incorporation has
been duly approved by the Board of Directors.
4. The forgoing amendment of the Articles of Incorporation has
been duly approved by the required vote of shareholders in accordance with
Section 902 of the Corporations Code. The total number of outstanding shares is
1,832,156. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50%.
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 of our own knowledge.
Date: April 25, 1989
/s/James P. Jimirro
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James P. Jimirro, President
/s/Scott Roth
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Scott Roth, Secretary
