Infinite Group Inc – ‘10KSB’ for 12/31/05 – EX-3.4

On:  Friday, 3/31/06, at 10:03am ET   ·   For:  12/31/05   ·   Accession #:  1144204-6-12689   ·   File #:  0-21816

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       88    440K 
 2: EX-3.4      Articles of Incorporation/Organization or By-Laws      2±     8K 
 3: EX-10.20    Material Contract                                      3     15K 
 4: EX-10.21    Material Contract                                      3     15K 
 5: EX-10.22    Material Contract                                      2     10K 
 6: EX-10.23    Material Contract                                      2     12K 
 7: EX-10.24    Material Contract                                      4     21K 
 8: EX-10.25    Material Contract                                      1     10K 
 9: EX-10.26    Material Contract                                      4     21K 
10: EX-10.27    Material Contract                                      4     21K 
11: EX-14.2     Code of Ethics                                         8     29K 
12: EX-23.1     Consent of Experts or Counsel                          1      8K 
13: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±    11K 
14: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2±    11K 
15: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1      8K 
16: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)     1      8K 

EX-3.4   —   Articles of Incorporation/Organization or By-Laws

CERTIFICATE OF AMENDMENT
 OF CERTIFICATE OF INCORPORATION

OF

INFINITE GROUP, INC.
 (Pursuant to Section 242 of
 the Delaware General Corporation Law)

--------------------------

      Infinite  Group,  Inc. (the  "Corporation"),  a corporation  organized and
existing  under and by  virtue  of the  Delaware  General  Corporation  Law (the
"DGCL") does hereby certify that:                                               

1. The name of the Corporation is Infinite Group, Inc.              

      2. The Board of Directors of the  Corporation  unanimously  duly adopted a
resolution to amend the Certificate of  Incorporation  of the  Corporation  (the
"Certificate of Incorporation") to increase the number of shares of common stock
authorized for issuance from 20,000,000 to 60,000,000, declaring the amendment's
advisability to its stockholders, and directing that the amendment be considered
at the 2005 annual meeting of the stockholders of the Corporation  followed by a
majority  vote in favor of the  amendment  by the  stockholders  at such  annual
meeting. The amendment adopted provides as follows:                             

      (i) That the  first  sentence  of  Article  Fourth of the  Certificate  of
Incorporation would be amended in its entirety to read as follows:              

      "FOURTH:  The total number of shares of stock which the corporation  shall
      have authority to issue is sixty-one million  (61,000,000) shares of which
      sixty million  (60,000,000)  shares shall be Common Stock with a par value
      of each of $.001 per share and one  million  (1,000,000)  shares  shall be
Preferred Stock with a par value of $.01 per share.                 

            Additional  designations  of powers,  the rights and preferences and
      the qualifications, limitations or restrictions with respect to each class
      of stock of the corporation  shall be determined by the Board of Directors
from time to time."                                                 

      3.  That  the  Amendment  herein  certified  have  been  duly  adopted  in
accordance  with the  provisions  of  Section  242 of the  DGCL by the  Board of
Directors.                                                                      

      4. This  Certificate of Amendment  shall become  effective upon the filing
hereof in the Office of the Secretary of State of the State of Delaware.        

Executed on this 28th day of February, 2006                         

                  Infinite Group, Inc.

                      By: /s/ Michael S. Smith
                          --------------------
                      Michael S. Smith
                                           President and Chief Executive Officer

14 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/09/23  Infinite Group Inc.               10-K       12/31/22   69:5.6M                                   Blueprint/FA
11/01/22  Infinite Group Inc.               S-1/A                 85:7.7M                                   Blueprint/FA
10/20/22  Infinite Group Inc.               S-1/A      10/19/22   84:7.6M                                   Blueprint/FA
10/06/22  Infinite Group Inc.               S-1/A                 13:267K                                   Blueprint/FA
 9/20/22  Infinite Group Inc.               S-1/A                 84:7.9M                                   Blueprint/FA
 9/09/22  Infinite Group Inc.               S-1/A                 89:8.5M                                   Blueprint/FA
 5/05/22  Infinite Group Inc.               S-1/A                 68:6.5M                                   Blueprint/FA
 5/04/22  Infinite Group Inc.               S-1/A                 73:7.1M                                   Blueprint/FA
 4/01/22  Infinite Group Inc.               S-1/A                 67:6.2M                                   Blueprint/FA
 3/15/22  Infinite Group Inc.               10-K       12/31/21   69:5.2M                                   Blueprint/FA
 1/14/22  Infinite Group Inc.               S-1                   86:6.7M                                   Blueprint/FA
 8/17/21  Infinite Group Inc.               10-Q        6/30/21   53:2.6M                                   Blueprint/FA
 4/16/21  Infinite Group Inc.               10-K/A     12/31/20   68:2.9M                                   Blueprint/FA
 3/30/21  Infinite Group Inc.               10-K       12/31/20    7:1.2M                                   Blueprint/FA