Alternative Technology Resources Inc – ‘10KSB’ for 6/30/96 – EX-3

As of:  Monday, 9/30/96   ·   For:  6/30/96   ·   Accession #:  1001277-96-34   ·   File #:  0-20468

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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.