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EXHIBIT 3.1
Amendment to Certificate of Incorporation of the Company, filed on
November 16, 2000, effective November 17, 2000
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GALAXY FOODS COMPANY
Galaxy Foods Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation pursuant to a
unanimous written consent dated as of May 10, 2000, adopted the following
resolution:
RESOLVED, that the Board of Directors of this Corporation hereby
declares it advisable and in the best interest of the Corporation that
Article First of the Certificate of Incorporation be amended to read as
follows:
First: The name of the Corporation shall be "Galaxy
Nutritional Foods, Inc."
SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
in accordance with the provisions of Section 211 of the General Corporation Law
of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
Sections 211 and 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the aforesaid amendment shall become effective on November
17, 2000.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Angelo S. Morini, its President, and attested to by Cynthia L. Hunter,
its Secretary, this 16th day of November, 2000.
ATTEST: GALAXY FOODS COMPANY
/s/ Cynthia L. Hunter By: /s/ Angelo S. Morini
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Cynthia L. Hunter, Secretary Angelo S. Morini, President
