Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
OF GREG MANNING AUCTIONS, INC.
Under Section 805 of the Business Corporation Law
of the State of New York
Greg Manning Auctions, Inc., a corporation organized and existing under
the laws of the State of New York (the "Corporation"), hereby certifies as
follows:
FIRST: The name of the Corporation is Greg Manning Auctions,Inc. The Corporation
was formed under the name GM Auctions, Inc.
SECOND: The certificate of incorporation of the Corporation was filed with the
New York Department of State on August 14, 1981. The certificate of
incorporation of the Corporation was restated on May 7, 1993.
THIRD: The certificate of incorporation is hereby amended to increase the total
number of authorized shares of Common Stock from twenty million, par value $.01
per share, to forty million, par value $.01 per share, by replacing the first
paragraph of Article IV, in its entirety, with the following:
"The total number of shares of all classes of capital stock
that the Corporation shall have authority to issue is Fifty Million
(50,000,000), consisting of:
(a) Forty Million(40,000,000) shares of Common Stock with
a par value of $.01 per share (the "Common Stock");
and
(b) Ten Million (10,000,000) shares of Preferred Stock
with a par value of $.01 per share (the "Preferred
Stock")."
FOURTH: The foregoing amendment to the certificate of incorporation has been
duly adopted at a meeting of the board of directors of the Corporation and by
the required vote of the shareholders of the Corporation at a special meeting of
shareholders.
The undersigned officers of the Corporation have signed this
Certificate of Amendment and each affirms that the statements made herein are
true under the penalties of perjury.
Dated: February 23, 2000
GREG MANNING AUCTIONS, INC.
By:/s/ Greg Manning
Greg Manning
Chairman of the Board, Chief Executive Officer and President
By:/s/ James A. Smith
James A. Smith
Chief Financial Officer
