Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Form 10-Ksb for 3Net Systems Inc. 49± 261K
2: EX-3 Articles of Incorporation/Organization or By-Laws 2± 10K
3: EX-3 Articles of Incorporation/Organization or By-Laws 2± 9K
4: EX-10 Material Contract 7± 29K
5: EX-10 Material Contract 2± 11K
6: EX-10 Material Contract 2± 12K
7: EX-10 Material Contract 2± 12K
8: EX-10 Material Contract 27± 99K
9: EX-10 Material Contract 4± 18K
10: EX-23 Consent of Experts or Counsel 1 7K
11: EX-27 Financial Data Schedule (Pre-XBRL) 1 10K
EX-3 — Articles of Incorporation/Organization or By-Laws
EXHIBIT 3.4
AMENDMENT TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF 3NET SYSTEMS, INC.
FIRST: The name of the Corporation is 3Net Systems, Inc.
SECOND: The registered office of the Corporation is located at 1013
Centre Road, County of New Castle, City of Wilmington, Delaware 19805.
The name of the registered agent is The Prentice-Hall Corporation System,
Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation law of Delaware.
FOURTH: This Corporation is authorized to issue a total of Two
Hundred One Million Two Hundred Thousand (201,200,000) shares of stock
consisting of two classes of shares to be designated "Common Stock" and
"Preferred Stock," respectively. The number of shares of Common Stock
authorized to be issued is Two Hundred Million (200,000,000), each with a
par value of one cent ($0.01) and the number of shares of Preferred Stock
authorized to be issued is One Million Two Hundred Thousand (1,200,000),
each with a par value of six dollars ($6.00). The Preferred Stock may be
issued in series. The board of directors is authorized to fix the number
of shares of any series of Preferred Stock and the designation of any
such series of Preferred Stock. The board of directors is also authorized
to determine, fix, alter or revoke the rights, preferences, privileges
and restrictions granted to and imposed upon the Preferred Stock or any
series thereof with respect to any wholly unissued class or series of
Preferred Stock, and within the limits and restrictions stated in any
resolution or resolutions of the board of directors originally fixing the
number of shares constituting any series, to increase or decrease (but
not below the number of shares of such series then outstanding) the
number of shares of any series subsequent to the issue of shares of that
series.
FIFTH: The directors of the Corporation shall have the power to
adopt, amend or repeal the Bylaws of the Corporation without requiring a
vote of the stockholders therefor.
SIXTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of Delaware,
as the same may be amended and supplemented.
SEVENTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware, as the same may
be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under
said section from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a
person.
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