<PAGE> 1
EXHIBIT 3.9
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELESERVICES INTERNET GROUP INC.
(THE "CORPORATION")
Pursuant the provisions of Section 607.0602, Florida Statutes, the Corporation
adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The following amendment shall be added to Article IV of the Corporation's
Articles of Incorporation, as amended and shall be effective as of 5:00 p.m.,
Eastern Time, on June 23, 2000:
The Corporation shall effect a combination (also known as a
"reverse-split") of the number of outstanding, but not the number
of authorized, shares of common stock of the Corporation on a 10:1
basis, whereby each 10 outstanding shares of common stock shall be
combined into one share of common stock. Fractional shares created
as a result of the combination shall be rounded to the nearest
whole share. The number of shares of common stock authorized to be
issued shall remain 300,000,000 and the par value per share shall
remain at $.0001. All options, warrants, convertible preferred
stock, and any other convertible securities that are convertible
into common stock that are outstanding on the date of the
combination shall be adjusted on the same basis.
SECOND: By written informal action, unanimously taken by the Board of Directors
of the Corporation pursuant to and in accordance with Section 607.0821 of the
Florida Business Corporation Act on January 24, 2000, the Board of Directors
duly advised the foregoing amendment.
THIRD: The stockholders of the Corporation approved the amendment to the
Articles of Incorporation of the Corporation as hereinabove set forth at a
special meeting of the stockholders held on March 27, 2000.
Signed this 7th day of June 2000.
TELESERVICES INTERNET GROUP INC.
By: /s/ Robert P. Gordon
----------------------------------
Robert P. Gordon,
Chief Executive Officer
ATTEST:
/s/ Paul W. Henry
------------------------------
Paul W. Henry, Secretary
<PAGE> 2
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELESERVICES INTERNET GROUP INC.
Pursuant the provisions of Section 607.0602, Florida Statutes, this corporation
adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: Pursuant to Article IV of the Corporation's Articles of Incorporation,
the Corporation does hereby designate 1,250,000 of the 10,000,000 authorized
shares of $.001 par value Preferred Stock as Series A Convertible Preferred
Stock, in accordance with the attached "Designation of Rights and Preferences of
Series A Convertible Preferred Stock of TeleServices Internet Group Inc. dated
March 31, 2000," which supersedes and replaces in its entirety the previous
"Designation of Rights and Preferences of Series A Convertible Preferred Stock
of TeleServices International Group Inc. dated April 28, 1997," which was
attached to the Articles of Amendment to the Corporation's Articles of
Incorporation dated April 28, 1997 and filed with the Secretary of State on May
5, 1997.
SECOND: This amendment was adopted on March 31, 2000 by resolution of the board
of directors without shareholder action and shareholder action was not required.
Signed this 31st day of March, 2000.
TELESERVICES INTERNET GROUP INC.
By: /s/ Robert P. Gordon
----------------------------------
Robert P. Gordon,
Chief Executive Officer
ATTEST:
/s/ Paul W. Henry
------------------------------
Paul W. Henry, Secretary
<PAGE> 3
DESIGNATION OF RIGHTS AND PREFERENCES OF
SERIES A CONVERTIBLE PREFERRED STOCK OF
TELESERVICES INTERNET GROUP INC.
MARCH 31, 2000
TeleServices Internet Group Inc., a corporation organized and existing
under the laws of the State of Florida (the "Corporation"), DOES HEREBY CERTIFY
that pursuant to the authority contained in its Articles of Incorporation, as
amended, and in accordance with the Florida Business Corporation Act, the
Corporation's Board of Directors has duly adopted the following resolution
creating a series of the class of its authorized Preferred Stock, designated as
Series A Convertible Preferred Stock.
RESOLVED THAT:
Whereas, by virtue of the authority contained in its Articles of
Incorporation, as amended, the Corporation has the authority to issue Ten
Million (10,000,000) shares of $.001 par value Preferred Stock, the designation
and amount thereof and series, together with the preferences, rights, and
restrictions thereof, to be determined by the Corporation's Board of Directors
pursuant to the applicable laws of the State of Florida.
Now, therefore, the Corporation's Board of Directors hereby establishes
a series of the class of Preferred Stock authorized to be issued by the
Corporation as above stated, with the designations and amounts thereof, together
with the preferences, conversion and other rights, and relative participating,
optional and other special rights of each such series, and the qualifications,
limitations or restrictions thereof, to be as follows:
1. Designations and Amounts. One Million Two Hundred Fifty Thousand
(1,250,000) shares of the Corporation's authorized Preferred Stock are
designated as Series A Convertible Preferred Stock.
2. Definitions.
For the purposes of this Resolution the following definitions shall
apply:
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Corporation" shall mean TeleServices Internet Group Inc., a
Florida corporation.
(c) "Common Stock" shall refer to the Corporation's common stock,
par value $.0001 per share.
(d) "Subsidiary" shall mean any corporation, over 50% of whose
outstanding voting stock shall at the time be owned directly or
indirectly by the Corporation or by one or more Subsidiaries.
(e) "Warrants" shall refer to the Corporation's Series A Common
Stock Purchase Warrants which may be issued upon conversion of the
Series A Convertible Preferred Stock.
3. Dividends. The holder of each issued and outstanding share of Series
A Convertible Preferred Stock shall be entitled to receive distributions at the
rate of ten percent (10%) simple interest per annum based on a $2.00 per share
stated value, payable in cash or in shares of restricted Common Stock, at the
election of the holder. Such dividend shall become due annually, in arrears, on
December 31 of each year.
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TELESERVICES INTERNET GROUP INC. MARCH 31, 2000 PAGE 1 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
<PAGE> 4
Any dividends that the Corporation fails to declare and pay on the date due
shall accumulate and accrue until later paid or upon conversion of the Series A
Convertible Preferred Stock pursuant to the terms hereof. In the event that the
Corporation elects to make a payment of a dividend in the form of shares of
restricted Common Stock in lieu of cash, the number of shares of Common Stock to
be issued shall be determined by dividing the dollar amount of the dividend as
of the date declared or accrued by the market price per share of Common Stock
for the "Trading Period" (as defined in paragraph 5(C)(iv)) prior to the date
the dividend was declared or accrued. All dividends on the Series A Convertible
Preferred Stock shall be paid before any other distributions shall be declared,
paid or set aside upon the Common Stock or any other class of stock of the
Corporation.
4. Liquidation or Dissolution. In the event of any voluntary or
involuntary liquidation, dissolution, or winding up of the affairs of the
Corporation, the holders of the issued and outstanding Series A Convertible
Preferred Stock shall be entitled to receive for each share of Series A
Convertible Preferred Stock, before any distribution of the assets of the
Corporation shall be made to the holders of any other capital stock, a dollar
amount equal to the stated value of $2.00 per share plus all accrued and unpaid
distributions declared thereon, without interest. After such payment shall have
been made in full to the holders of the issued and outstanding Series A
Convertible Preferred Stock, or funds necessary for such payment shall have been
set aside in trust for the account of the holders of the issued and outstanding
Series A Convertible Preferred Stock so as to be and continue to be available
therefor, then, before any further distribution of the assets of the Corporation
shall be made, a dollar amount equal to that already distributed to the holders
of the Series A Convertible Preferred Stock shall be distributed pro-rata to the
holders of the other issued and outstanding capital stock of the Corporation,
subject to the rights of any other class of capital stock set forth in the
Articles of Incorporation of the Corporation or Amendments to the Articles of
Incorporation filed by the Corporation. After such payment shall have been made
in full to the holders of such other issued and outstanding capital stock, or
funds necessary for such payment shall have been set aside in trust for the
account of the holders of such other issued and outstanding capital stock so as
to be and continue to be available therefor, the holders of the issued and
outstanding Series A Convertible Preferred Stock shall be entitled to
participate with the holders of all other classes of issued and outstanding
capital stock in the final distribution of the remaining assets of the
Corporation, and, subject to any rights of any other class of capital stock set
forth in the Articles of Incorporation of the Corporation or any Amendments to
the Articles of Incorporation filed by the Corporation, the remaining assets of
the Corporation shall be divided and distributed ratably among the holders of
both the Series A Convertible Preferred Stock and the other capital stock then
issued and outstanding according to the proportion by which their respective
record ownership of shares of the Series A Convertible Preferred Stock and such
capital stock bears to the total number of shares of the Series A Convertible
Preferred Stock and such capital stock then issued and outstanding. If, upon
such liquidation, dissolution, or winding up, the assets of the Corporation
distributable, as aforesaid, among the holders of the Series A Convertible
Preferred Stock shall be insufficient to permit the payment to them of said
amount, the entire assets shall be distributed ratably among the holders of the
Series A Convertible Preferred Stock. A consolidation or merger of the
Corporation, a share exchange, a sale, lease, exchange or transfer of all or
substantially all of its assets as an entirety, or any purchase or redemption of
stock of the Corporation of any class, shall not be regarded as a "liquidation,
dissolution, or winding up of the affairs of the Corporation" within the meaning
of this paragraph 4.
5. Conversion Privilege. Series A Convertible Preferred Stock shall be
convertible into restricted Common Stock and Warrants as hereinafter provided
and, when so converted, shall be canceled and retired and shall not be reissued
as such:
(A) Any holder of the Series A Convertible Preferred Stock may at any
time after issuance, convert, in whole but not in part, such stock into the
Common Stock and Warrants of the Corporation, on presentation and surrender to
the Corporation of the certificates of the Series A Convertible Preferred Stock
to be so converted. In order to convert Series A Convertible Preferred Stock
into Common Stock and
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TELESERVICES INTERNET GROUP INC. MARCH 31, 2000 PAGE 2 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
<PAGE> 5
Warrants, the holder thereof shall on any business day surrender at the
Corporation's principal office in St. Petersburg, Florida, the certificate or
certificates representing all such shares, duly endorsed to the Corporation or
in blank. Series A Convertible Preferred Stock shall be deemed to have been
converted immediately prior to the close of business on the day of such
surrender for conversion, and the person or persons entitled to receive the
Common Stock and Warrants issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such Common Stock and Warrants at
such time. As promptly as practicable after the date of any conversion, the
Corporation shall issue and deliver a certificate or certificates representing
the number of shares of Common Stock and the Warrants issuable upon such
conversion to the person or persons entitled to receive same.
(B) Each holder of Series A Convertible Preferred Stock shall have the
right to convert such Series A Convertible Preferred Stock into Common Stock and
Warrants at the conversion rate, determined as hereinafter provided, in effect
at the time of conversion. Unless such conversion rate shall be adjusted as
hereinafter provided, the conversion rate shall be forty (40) shares of Common
Stock and forty (40) Warrants for each share of Series A Convertible Preferred
Stock so converted.
(C) The conversion rate as hereinabove provided shall be subject to
adjustment as follows:
(i) In case the Corporation shall (a) make a distribution in
shares of its capital stock, (b) subdivide its outstanding shares of Common
Stock into a greater number of shares, or (c) combine its outstanding shares of
Common Stock into a smaller number of shares, the conversion rate in effect
immediately prior thereto shall be adjusted so that the holder of a share of
Series A Convertible Preferred Stock surrendered for conversion after the record
date fixing stockholders to be affected by such event shall be entitled to
receive, upon conversion, the number of shares of Common Stock which such holder
would have owned or have been entitled to receive after the happening of such
event had such share of Series A Convertible Preferred Stock been converted
immediately prior to the record date in the case of such dividend or the
effective date in the case of any such subdivision, combination or
reclassification. An adjustment made pursuant to this subparagraph 5(C)(i) shall
be made whenever any of such events shall happen, but shall become effective
retroactively after such record date or such effective date, as the case may be,
as to shares of Series A Convertible Preferred Stock converted between such
record date or effective date and the date of happening of any such event.
(ii) In case the Corporation shall issue rights or warrants to all
holders of its Common Stock entitling them to subscribe for or purchase shares
of Common Stock at a price per share, which, when added to the amount of
consideration received or receivable by the Corporation for such right or
warrant, is less than the current market price (as hereinafter defined) per
share of Common Stock at the record date mentioned below, the conversion rate
shall be adjusted so that thereafter, until further adjusted, each share of
Series A Convertible Preferred Stock shall be convertible into that number of
shares of Common Stock determined by multiplying the number of shares of Common
Stock into which such share of Series A Convertible Preferred Stock was
theretofore convertible by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding on the date of issuance of such
rights or warrants plus the number of additional shares of Common Stock issuable
upon the exercise of such rights or warrants, and the denominator of which shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of shares which an amount equal to the
sum of (a) the aggregate exercise price of the total number of shares of Common
Stock issuable upon the exercise of such rights or warrants, plus (b) the
aggregate amount of consideration, if any, received, or receivable by the
Corporation for any such rights or warrants, would purchase at such current
market price. Such adjustment shall be made whenever such rights or warrants are
issued, but shall also be effective retroactively as to shares of Series A
Convertible Preferred Stock converted between the record date for the
determination of stockholders entitled to receive such rights or warrants and
the date such rights or warrants are exercised.
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TELESERVICES INTERNET GROUP INC. MARCH 31, 2000 PAGE 3 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
<PAGE> 6
(iii) In case the Corporation shall distribute to all holders of
its Common Stock any one or more of the following: (a) evidence of its
indebtedness, (b) assets (excluding cash distributions, distributions made out
of current or retained earnings and distributions of the stock of any
subsidiary), or (c) rights or warrants to subscribe for or purchase securities
issued by, or property of, the Corporation (excluding those referred to in
subparagraph 5(C)(ii) above), then in each such case the conversion rate shall
be adjusted as provided below so that thereafter, until further adjusted, the
number of shares of Common Stock into which each share of Series A Convertible
Preferred Stock shall be convertible shall be determined by multiplying the
number of shares of Common Stock into which such share of Series A Convertible
Preferred Stock was theretofore convertible by a fraction, the numerator of
which shall be the current market price per share of Common Stock on the date of
such distribution, and the denominator of which shall be such current market
price per share of the Common Stock, less the then fair market value (as
determined by the Board of the Corporation, whose determination shall be
conclusive) of the portion of the assets or evidence of indebtedness so
distributed or of such rights or warrants applicable to one share of the Common
Stock. Such adjustment shall be made whenever any such distribution is made, but
shall also be effective retroactively as to shares of Series A Convertible
Preferred Stock converted between the record date for the determination of
stockholders entitled to receive such distribution and the date such
distribution is made.
(iv) For the purpose of any computation under subparagraphs 5(B)
or 5(C)(ii) and (iii) above, the current market price per share of Common Stock
at any date shall be (a) if the Common Stock is listed on any national
securities exchange, the average of the daily closing prices for the ten
consecutive business days before the day in question (the "Trading Period"); (b)
if the Common Stock is not listed on any national securities exchange but is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") or the Electronic Bulletin Board, the average of the
high and low bids as reported thereon for the Trading Period; and (c) if the
Common Stock is neither listed on any national securities exchange nor quoted on
NASDAQ or the Electronic Bulletin Board, the price shall be determined in any
reasonable manner approved by the Board of Directors of the Company.
(v) No adjustment in the conversion rate shall be required unless
such adjustment would require an increase or decrease of at least 5% in such
rate; provided, however, that any adjustments which by reason of this
subparagraph 5(C)(v) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment.
(vi) In the event that the Corporation fails to cause a
registration statement registering for resale the shares of Common Stock
issuable upon conversion of and as a dividend on the Series A Convertible
Preferred Stock and the shares of Common Stock issuable upon exercise of the
Warrants issuable upon conversion of the Series A Convertible Preferred Stock to
become effective within the time period specified in the Stock Purchase
Agreement between the Company and the holders of the Series A Convertible
Preferred Stock, then the exercise price of the Warrants shall be adjusted in
the manner set forth in the Series A Common Stock Purchase Warrant Agreement.
(D) No adjustment of the conversion rate shall be made in any of the
following cases:
(i) upon the grant or exercise of stock options or warrants
outstanding on the date hereof or hereafter granted, or under any employee stock
option plan now or hereafter authorized;
(ii) shares of Common Stock issued upon the conversion of Series A
Convertible Preferred Stock;
(iii) shares issued in connection with the acquisition by the
Corporation or by any subsidiary of the Corporation of 80% or more of the assets
of another corporation, and shares issued in
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TELESERVICES INTERNET GROUP INC. MARCH 31, 2000 PAGE 4 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
<PAGE> 7
connection with the acquisition by the Corporation or by any subsidiary of the
Corporation of 80% or more of the voting shares of another corporation
(including shares issued in connection with such acquisition of voting shares of
such other corporation subsequent to the acquisition of an aggregate of 80% of
such voting shares), shares issued in a merger of the Corporation or a
subsidiary of the Corporation with another corporation in which the Corporation
or the Corporation's subsidiary is the surviving corporation, and shares issued
upon the conversion of other securities issued in connection with any such
acquisition or in any such merger; or
(iv) shares issued by way of dividend or other distribution on
Common Stock excluded from the calculation of the adjustment under this
subparagraph 5(D) or on Common Stock resulting from any subdivision or
combination of Common Stock so excluded.
(E) Whenever the conversion rate is adjusted as herein provided, the
Corporation shall prepare a certificate signed by the Treasurer of the
Corporation setting forth the adjusted conversion rate and showing in reasonable
detail the facts upon which such adjustment is based. As promptly as
practicable, the Corporation shall cause a copy of the certificate referred to
in this subparagraph 5(E) to be mailed to each holder of record of issued and
outstanding Series A Convertible Preferred Stock at the address of such holder
appearing on the Corporation's books.
(F) The Corporation shall pay all taxes that may be payable in respect
of the issue or delivery of Common Stock and Warrants on conversion of Series A
Convertible Preferred Stock pursuant hereto, but shall not pay any tax which may
be payable with respect to income or gains of the holder of any Series A
Convertible Preferred Stock or Common Stock and Warrants or any tax which may be
payable in respect of any transfer involved in the issue and delivery of the
Common Stock or Warrants in a name other than that in which the Series A
Convertible Preferred Stock so converted was registered, and no such issue or
delivery shall be made unless and until the person requesting such issue has
paid to the Corporation the amount of any such tax, or has established, to the
satisfaction of the Corporation, that such tax has been paid.
(G) No fractional shares or scrip representing fractional shares shall
be issued upon the conversion of any shares of Series A Convertible Preferred
Stock. If the conversion shares of Series A Convertible Preferred Stock results
in a fraction, the fraction shall be rounded up to the nearest whole share.
(H) The Corporation shall at all times reserve and keep available, free
from preemptive rights, out of its authorized Common Stock, for the purpose of
effecting the conversion of the issued and outstanding Series A Convertible
Preferred Stock, the full number of shares of Common Stock then deliverable in
the event and upon the conversion of all of the Series A Convertible Preferred
Stock then issued and outstanding.
(I) The Series A Convertible Preferred Stock and all shares of Common
Stock and Warrants issued or issuable upon conversion of the Series A
Convertible Preferred Stock shall be restricted and bear a restrictive legend.
6. Voting Rights. The shares of the Series A Convertible Preferred
Stock shall be non-voting, except as to matters which they are entitled to vote,
as a class, under the laws of the State of Florida, or as provided below.
7. Redemption by the Corporation. The Corporation, at the option of the
Board, may redeem at the stated value of $2.00 per share of Series A Convertible
Preferred Stock, in whole or in part, the Series A Convertible Preferred Stock
at any time outstanding after the date on which the daily closing price of the
Corporation's Common Stock for each day of any Trading Period (as defined in
paragraph 5(C)(iv) above)
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TELESERVICES INTERNET GROUP INC. MARCH 31, 2000 PAGE 5 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
<PAGE> 8
is greater than $1.00 per share. If the Corporation elects to exercise this
redemption right, the Corporation shall give at least 30 days' prior written
notice to the holders of record of the Series A Convertible Preferred Stock to
be redeemed and by issuing to each holder of Series A Convertible Preferred
Stock the number of shares of restricted Common Stock and Warrants to which he
or she would be entitled to receive upon conversion pursuant to paragraph 5,
plus all accrued and unpaid distributions declared or accrued, at the date fixed
for redemption, without interest, in additional shares of restricted Common
Stock, or in cash, as determined by the Corporation pursuant to paragraph 3, for
the shares of Series A Convertible Preferred Stock so redeemed. The Board shall
have full power and authority, subject to the limitations and provisions herein
contained, to prescribe the manner in which and the terms and conditions upon
which the Series A Convertible Preferred Stock shall be redeemed. In addition,
on such date the holders of Series A Convertible Preferred Stock shall no longer
be entitled to any distributions and shall not have any rights or interests as
holders of said shares, except to receive the payment herein designated, without
interest thereon, upon presentation and surrender of their certificates
therefor.
8. Anti-Dilution. In the event of any change in the outstanding capital
stock of the Corporation by reason of any reorganization, recapitalization,
stock split, stock dividend, combination or exchange of shares, merger,
consolidation, the shares of Series A Convertible Preferred Stock shall be
appropriately adjusted if the stated value is affected. Any shares of Series A
Convertible Preferred Stock or other securities received by the holders of the
Series A Convertible Preferred Stock as a result of any such adjustment shall be
subject to all of the terms and conditions of this Designation of Rights and
Preferences of Series A Convertible Preferred Stock.
9. No Preemptive Rights. No holder of the Series A Convertible
Preferred Stock shall be entitled, as of right, to purchase or subscribe for any
part of the unissued capital stock of the Corporation or of any capital stock of
the Corporation to be issued by reason of any increase of the authorized capital
stock of the Corporation, or to purchase or subscribe for any bonds,
certificates of indebtedness, debentures or other securities convertible into or
carrying options or warrants to purchase stock or other securities of the
Corporation or to purchase or subscribe for any stock of the Corporation
purchased by the Corporation or by its nominee or nominees, or to have any other
preemptive rights now or hereafter defined by the laws of the State of Florida.
10. Changes In Terms of Series A Convertible Preferred Stock. The terms
of the Series A Convertible Preferred Stock may not be amended, altered or
repealed, and no class of capital stock or securities convertible into capital
stock shall be authorized which has superior rights to the Series A Convertible
Preferred Stock as to distributions or liquidation, without the consent of the
holders of at least 51% of the outstanding shares of Series A Convertible
Preferred Stock, voting as a separate series.
11. No Implied Limitations. Except as otherwise provided by express
provisions of this Designation of Rights and Preferences of Series A Convertible
Preferred Stock, nothing herein shall limit, by inference or otherwise, the
discretionary right of the Board to classify and reclassify and issue any shares
of Preferred Stock and to fix or alter all terms thereof to the full extent
provided in the Articles of Incorporation of the Corporation.
12. General Provisions. In addition to the above provisions with
respect to the Series A Convertible Preferred Stock, such Series A Convertible
Preferred Stock shall be subject to, and entitled to the benefits of, the
provisions set forth in the Corporation's Articles of Incorporation with respect
to Series A Convertible Preferred Stock generally.
13. Notices. All notices required or permitted to be given by the
Corporation with respect to the Series A Convertible Preferred Stock shall be in
writing, and if delivered by first class United States mail, postage prepaid, to
the holders of the Series A Convertible Preferred Stock at their last addresses
as they
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TELESERVICES INTERNET GROUP INC. MARCH 31, 2000 PAGE 6 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
<PAGE> 9
shall appear upon the books of the Corporation, shall be conclusively presumed
to have been duly given, whether or not the stockholder actually receives such
notice; provided, however, that failure to duly give such notice by mail, or any
defect in such notice, to the holders of any stock designated for redemption,
shall not affect the validity of the proceedings for the redemption of any other
shares of Series A Convertible Preferred Stock.
IN WITNESS WHEREOF, TeleServices Internet Group Inc. has caused this
Designation of Rights and Preferences of Series A Convertible Preferred Stock to
be duly executed by its Chairman and attested by its Secretary the day and year
first written above.
TELESERVICES INTERNET GROUP INC.
/s/ Robert P. Gordon
---------------------------------
Robert P. Gordon, Chairman
Attest:
/s/ Paul W. Henry
------------------------------
Paul W. Henry, Secretary
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TELESERVICES INTERNET GROUP INC. MARCH 31, 2000 PAGE 7 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
<PAGE> 10
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELESERVICES INTERNATIONAL GROUP INC.
Pursuant the provisions of Section 607.1006 of the Florida Business Corporation
Act, this corporation adopts the following Articles of Amendment to its Articles
of Incorporation:
FIRST: Article I of the Articles of Incorporation of this corporation is hereby
amended to read to follows:
ARTICLE I
THE NAME OF THE CORPORATION SHALL BE TELESERVICES INTERNET GROUP INC.
SECOND: Article IV of the Articles of Incorporation of this corporation is
hereby amended to read to follows:
ARTICLE IV
THE COMPANY IS AUTHORIZED TO ISSUE 300,000,000 SHARES OF COMMON STOCK
HAVING A PAR VALUE OF .0001 EACH. ADDITIONALLY, THE COMPANY IS
AUTHORIZED TO ISSUE 10,000,000 SHARES OF PREFERRED STOCK, HAVING A PAR
VALUE OF .001 EACH. THE PREFERRED STOCK MAY BE ISSUED IN A SERIES FROM
TIME TO TIME WITH SUCH DESIGNATION, RIGHTS, PREFERENCES AND LIMITATIONS
AS THE BOARD OF DIRECTORS OF THE COMPANY MAY DETERMINE BY RESOLUTION.
THE RIGHTS, PREFERENCES AND LIMITATIONS OF A SEPARATE SERIES OF
PREFERRED STOCK MAY DIFFER WITH RESPECT TO SUCH MATTERS AS MAY BE
DETERMINED BY THE BOARD OF DIRECTORS, INCLUDING, WITHOUT LIMITATION,
THE RATE OF DIVIDENDS, METHOD AND AMOUNTS PAYABLE ON LIQUIDATION,
SINKING FUND PROVISIONS (IF ANY), CONVERSION RIGHTS (IF ANY), AND
VOTING RIGHTS.
THIRD: The foregoing amendments were adopted by the shareholders at a special
meeting held on July 8, 1999. The number of votes cast for the amendments were
sufficient for approval.
Signed this 8th day of July, 1999.
By: /s/ Robert P. Gordon
----------------------------
Robert P. Gordon, Chairman
<PAGE> 11
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
VISITORS SERVICES INTERNATIONAL CORP.
Pursuant the provisions of Section 607.1006, Florida Statutes, this corporation
adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is hereby changed by amending Article I of
the Articles of Incorporation to read as follows:
ARTICLE I
THE NAME OF THE CORPORATION SHALL BE TELESERVICES INTERNATIONAL GROUP INC.
SECOND: The amendment was adopted on March 3, 1997, by resolution of the board
of directors and the written consent of the stockholders, in accordance with
Section 607.0704, Florida Statutes, representing a sufficient number of votes
necessary to approve this amendment.
Signed this 3rd day of March, 1997.
By: /s/ Stephen G. McLean
-----------------------------------
Stephen G. McLean, CEO
ATTEST:
/s/ Paul W. Henry
-----------------------------------
Paul W. Henry, Secretary
<PAGE> 12
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DYNASTY CAPITAL CORPORATION
Pursuant the provisions of Section 607.1006, Florida Statutes, this corporation
adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is hereby changed by amending Article I of
the Articles of Incorporation to read as follows:
ARTICLE I
THE NAME OF THE CORPORATION SHALL BE VISITORS SERVICES INTERNATIONAL
CORP.
SECOND: The amendment was adopted on October 1, 1996, by resolution of the board
of directors and the written consent of the stockholders, in accordance with
Section 607.0704, Florida Statutes, representing a sufficient number of votes
necessary to approve this amendment.
Signed this 1st day of October, 1996.
By: /s/ Steve McLean
----------------------------------
Steve McLean,
Executive Vice President
ATTEST:
/s/ Paul W. Henry
-------------------------------
Paul W. Henry, Secretary
<PAGE> 13
ARTICLES OF AMENDMENT
OF
DYNASTY CAPITAL CORPORATION
1. Article IV of the Articles of Incorporation of Dynasty Capital Corporation,
which was filed on October 1, 1986, is hereby amended to read as follows:
"Article IV - The Company is authorized to issue 100,000,000 shares of
Common Stock having a par value of .0001 each. Additionally, the
Company is authorized to issue 10,000,000 shares of Preferred Stock,
having a par value of .001 each. The Preferred Stock may be issue in a
series from time to time with such designation, rights, preferences and
limitations as the Board of Directors of the Company may determine by
resolution. The rights, preferences and limitations of a separate
series of Preferred Stock may differ with respect to such matters as
may be determined by the Board of Directors, including, without
limitation, the rate of dividends, method and amounts payable on
liquidation, sinking fund provisions (if any), conversion rights (if
any), and voting rights."
2. The foregoing amendment was adopted by the shareholders of this corporation
on the 3rd day of November.
IN WITNESS WHEREOF, the undersigned President and Secretary of this
corporation have executed these Articles of Amendment this 3rd day of November,
1986.
/s/ Robert C. Hackney
-----------------------------------
President and Secretary
<PAGE> 14
ARTICLES OF INCORPORATION
OF
DYNASTY CAPITAL CORPORATION
The undersigned, for the purpose of forming a corporation under the
Florida General Corporation Act hereby adopts the following Articles of
Incorporation.
ARTICLE I
The name of the corporation shall be DYNASTY CAPITAL CORPORATION.
ARTICLE II
The term of existence is perpetually.
ARTICLE III
The corporation may transact any and all lawful business for which
corporations may be incorporated under the Florida General Corporate Act.
ARTICLE IV
The aggregate number of shares which the corporation has authority to
issue is 100,000,000, all of which shall be common shares with a par value of
$.0001 each.
ARTICLE V
The street address of the initial registered office of the corporation
is 1645 Palm Beach Lakes Blvd., Suite 1200, West Palm Beach, Florida 33401, and
the name of the initial registered agent at such address is Robert C. Hackney.
ARTICLE VII
The name and post office address of the member of the first Board of
Directors is:
Robert C. Hackney 1645 Palm Beach Lakes Blvd., Suite 1200
West Palm Beach, Florida 33401
ARTICLE IX
The corporation shall be deemed to commence its existence upon the date
of filing of these Articles of Incorporation.
IN WITNESS WHEREOF, I have subscribed my name this 29th day of
September, 1986.
/s/ Robert C. Hackney
-------------------------------
Robert C. Hackney
