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Exhibit 3.5
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
VIRTUALFUND.COM, INC.
The undersigned, the Chief Executive Officer of VirtualFund.com, Inc. a
Minnesota corporation (the "Corporation"), does hereby certify, as directed
under Section 4.05 of the Corporation's Bylaws as well as by the terms of the
below resolution, that effective as of the 24th day of June, 1999, the following
resolution was adopted by the shareholders of the Corporation in accordance with
the applicable provisions of Minnesota Statutes:
Resolution Amending Articles of Incorporation
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WHEREAS, it is in the best interests of the Corporation to amend its
Articles of Incorporation as set forth herein;
NOW, THEREFORE, IT IS HEREBY
RESOLVED, that Article 3.1 of the Articles of Incorporation be amended
by deleting it in full and replacing it with the following:
"ARTICLE III
Authorized Shares
3.1 Authorized Common Stock. The authorized number of shares of
capital stock which the corporation is authorized to issue
shall be 55,000,000 consisting of 50,000,000 shares of common
stock, par value $.01 per share ("Common Stock"), 5,000,000
shares of preferred stock, par value $.01 per share
("Preferred Stock")."
FURTHER RESOLVED, that the President of the Corporation is hereby
authorized and directed to execute Articles of Amendment of Articles of
Incorporation and to cause such Articles of Amendment to be filed in
the office of the Secretary of State of the State of Minnesota.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 5th day of
September, 2000.
/s/ Mel Masters
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Mel Masters
President and Chief Executive Officer
