Exhibit 3(i)(a)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PROGINET CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"corporation") is Proginet Corporation.
2. The certificate of incorporation of the corporation is hereby
amended by striking out Article 4 thereof and by substituting in lieu of said
Article 4 the following new Article 4:
"4. (a) The aggregate number of shares of
stock which the corporation shall have the authority to
issue is 50,000,000 consisting of 40,000,000 shares of
Common Stock, with a par value of $.001 per share, and
10,000,000 shares of Preferred Stock, with a par value
of $.01 per share. (b) The Preferred Stock may be issued
from time to time by the Board of Directors, as herein
provided, in one or more series. The designations,
relative rights, preferences and limitations of the
Preferred Stock, and particularly of the shares of each
series thereof may, to the extent permitted by law, be
similar to or may differ from those of any other series.
The Board of Directors of the corporation is hereby
expressly granted authority, subject to the provisions
of this Article 4, to issue from time to time Preferred
Stock in one or more series and to fix from time to time
before issuance thereof, by filing a certificate
pursuant to the General Corporation Law of the State of
Delaware, the number of shares in each such series and
all designations, voting powers, the denial of voting
powers, preferences and relative, participating,
optional and other special rights and the
qualifications, limitations,
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restrictions and other distinguishing characteristics of
each series to be issued."
3. The amendment of the certificate of incorporation herein
certified has been duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this
Certificate to be signed by its President this 2nd day of December, 1996.
/s/ Kevin M. Kelly
-------------------------
Kevin M. Kelly, President
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