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Exhibit 3
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
VISUAL DATA CORPORATION
Pursuant to Section 607.1006 of the Business Corporation Act of the
State of Florida, the undersigned, being the President of Visual Data
Corporation, a corporation organized and existing under and by virtue of the
Business Corporation Act of the State of Florida ("Corporation"), bearing
document number P93000035279, does hereby certify:
FIRST: Article IV of the Corporation's Articles of Incorporation shall
be deleted in its entirety and replaced with the following:
"ARTICLE IV
CAPITAL STOCK
The maximum number of shares that this Corporation shall be authorized
to issue and have outstanding at any one time shall be (i) fifty million
(50,000,000) shares of common stock, par value $.0001 per share, and (ii) five
million (5,000,000) shares of preferred stock, par value $.0001 per share.
Classes and series of the Preferred Stock may be created and issued
from time to time, with such designations, preferences, conversion rights,
cumulative, relative, participating, optional or other rights, including voting
rights, qualifications, limitations or restrictions thereof as shall be stated
and expressed in the resolution or resolutions providing for the creation and
issuance of such classes of Common Stock as adopted by the Board of Directors."
SECOND: The foregoing amendment was adopted by written consent by the
Board of Directors on February 10, 2000, pursuant to Section 607.0824 of the
Florida Business Corporation Act.
An annual meeting of shareholders of the Corporation was held on May
22, 2000, at which the foregoing amendment was submitted to the Corporation's
shareholders and adopted by the holders of a majority of the outstanding voting
power of the Corporation pursuant to Section 607.0701 of the Florida Business
Corporation Act. Therefore, the number of votes cast for the amendment to the
Corporation's Articles of Incorporation was sufficient for approval.
JOEL D. MAYERSOHN, ESQ., FL BAR #0093492
Atlas Pearlman, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301
Phone No.: (954) 763-1200
3617-0100 275122.1
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THIRD: Pursuant to the authorization of the Corporation's Board of
Directors, the Corporation has designated the terms and conditions of 150 shares
of Series A Convertible Preferred Stock, par value $.0001 per share and 150
shares of Series A-1 Convertible Preferred Stock, par value $.0001 per share. In
as much as no shares of either designation remain outstanding, the Board of
Directors has adopted resolutions setting forth the elimination of the aforesaid
shares of Preferred Stock, and in accordance with said resolutions, the
Corporation's Articles of Incorporation are hereby amended. The Corporation does
hereby eliminate the designations of the aforesaid shares of Preferred Stock
authorized pursuant to such designations.
IN WITNESS WHEREOF, the undersigned, being the President of this
Corporation, has executed these Articles of Amendment as of May 22, 2000.
VISUAL DATA CORPORATION
By: /s/ Randy S. Selman
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Randy S. Selman, President
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