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Exhibit 3(b)
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CHECKFREE CORPORATION
INTO
CHECKFREE HOLDINGS CORPORATION
(Pursuant to Section 253 of the
General Corporation Law of Delaware)
CheckFree Holdings Corporation, a Delaware corporation (the
"Corporation"), does hereby certify:
FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of each
class of capital stock of CheckFree Corporation, a Delaware corporation.
THIRD: That the Corporation, by the following resolutions of its Board
of Directors, duly adopted on the 24th day of July, 2000, determined to merge
into itself CheckFree Corporation on the conditions set forth in such
resolutions:
WHEREAS, this Corporation lawfully owns all the outstanding shares of
CheckFree Corporation (the "Subsidiary"), a corporation organized and
existing under the laws of Delaware;
WHEREAS, the Board of Directors deems it to be in the best interests of
this Corporation and its stockholders that the Subsidiary be merged
with and into this Corporation as of August 3, 2000 (the "Effective
Date");
WHEREAS, it is intended that the merger be considered a tax-free plan
of liquidation of the Subsidiary pursuant to Section 338 of the
Internal Revenue Code of 1986, as amended;
WHEREAS, the Board of Directors deems it to be in the best interest of
this Corporation and its stockholders that the Corporation's
Certificate of Incorporation be amended to change the name of the
Corporation to CheckFree Corporation, pursuant to the authority granted
by Section 253 of the General Corporation Law of Delaware, as of the
Effective Date.
NOW, THEREFORE, BE IT RESOLVED, that this Corporation merge into itself
its Subsidiary and assume all of said Subsidiary's liabilities and
obligations as of the Effective Date;
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FURTHER RESOLVED, that pursuant to the authority granted by Section 253
of the General Corporation Law of Delaware, the name of this
Corporation is CheckFree Corporation as of the Effective Date;
FURTHER RESOLVED, that the appropriate officers of this Corporation be
and they hereby are directed to make, execute, and acknowledge a
certificate of ownership and merger setting forth a copy of the
resolutions to merge Subsidiary into this Corporation and to assume
Subsidiary's liabilities and obligations on the date of adoption
thereof and to file the same in the office of the Secretary of State of
Delaware;
FURTHER RESOLVED, that the appropriate officers of this Corporation are
hereby authorized to do any and all things and to take any and all
actions, including executing, delivering, acknowledging, filing,
recording, and sealing all documents, certificates, statements, or
other instruments, and the making of any expenditures, which they deem
necessary or advisable in order to carry out the intent and purposes of
these resolutions.
CHECKFREE HOLDINGS CORPORATION
By: /s/Peter J. Kight
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Peter J. Kight
Chairman and Chief Executive Officer
ATTEST:
By: /s/Curtis A. Loveland
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Curtis A. Loveland, Secretary
