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

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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 3.3       

AMENDMENT TO        
AMENDED AND RESTATED        
CERTIFICATE OF INCORPORATION        
OF 3NET SYSTEMS, INC.       

3NET  SYSTEMS,  INC., a corporation organized and existing under and  
by virtue of the General  Corporation  Law  of the State of Delaware (the       
"Corporation"), DOES HEREBY CERTIFY:                                            

1.   That the present name of the Corporation is 3NET SYSTEMS, INC.,  
which   is   the  name  under  which  the  Corporation   was   originally       
incorporated;  and  the  date  of  filing  of the original Certificate of       
Incorporation of the Corporation with the Secretary of State of the State       
of Delaware was January 16, 1992.                                               

2.   That on October 11, 1995, in lieu  of a meeting of the Board of  
Directors  of  the  Corporation, a resolution was  adopted  by  unanimous       
written  consent  in  accordance  with  Section  141(f)  of  the  General       
Corporation Law of the  State  of  Delaware  approving  the  amendment of       
Article Fourth of the Corporation's Certificate of Incorporation  to read       
in its entirety as follows:                                                     

           "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."                     

3.   That  on  November  20,  1995, at the  annual  meeting  of  the  
stockholders of the Corporation, the  immediately foregoing amendment was       
approved by the stockholders of the Corporation.                                

4.   That the foregoing amendment  was  duly  adopted  in accordance  
with the provisions of Section 242 of the General Corporation  Law of the       
State of Delaware.                                                              

IN  WITNESS WHEREOF, the Corporation has caused this Certificate  to  
be executed and attested by its duly authorized officers this 27th day of       
November 1995.                                                                  

        3NET SYSTEMS, INC.

               By   GEORGE R. VAN DERVEN
          George R. Van Derven
President 

ATTEST:                                                                         

By   JAMES D. ALEXANDER                                                         
James D. Alexander                                                    
Secretary                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10KSB’ Filing		Date		Other Filings
Filed on:		9/30/96		10QSB
For Period End:		6/30/96
		11/20/95
		10/11/95
		1/16/92
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