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CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
BOSS HOLDINGS, INC.
BOSS HOLDINGS, INC. ("Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:
FIRST: that the Corporation's Board of Directors has declared it
advisable and in the best interest of the Corporation that the first
paragraph of Section 1 of Article Four of the Corporation's Certificate
of Incorporation be amended to read as follows with the other paragraphs
of Section 1 and the other Sections of Article Four remaining unchanged:
"ARTICLE FOUR
CAPITALIZATION, PREEMPTIVE RIGHTS AND VOTING
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Section 1. Authorized Shares. The Corporation shall have
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authority to issue two classes of shares to be designated
respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the Corporation is authorized to issue is
Ten Million Five Hundred Thousand (10,500,000) shares of which
Ten Million (10,000,000) shall be Common Stock and Five Hundred
Thousand (500,000) shall be Preferred Stock. Each share of
Common Stock shall have a par value of Twenty Five Cents ($.25),
and each share of Preferred Stock shall have a par value of One
Dollar ($1.00)."
SECOND: That this amendment has been duly adopted by the
shareholders of the Corporation at a meeting duly held by a majority vote
in accordance with the provisions of Sections 211 and 216 of the General
Corporation Law of the State of Delaware.
THIRD: That this amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and acknowledged by its duly authorized officers as of
the 28th day of June, 2000.
/s/ James F. Sanders
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James F. Sanders, Secretary
ACKNOWLEDGED:
/s/ Beverly J. Williams
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Beverly J. Williams, Assistant Secretary
STATE OF DELAWARE, SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/30/2000
001335706-2353459
