EX-3
from 10QSB
1 page
Decrease in Size of Board of Directors Whereas, Article 8 of the Certificate of Incorporation of the Company Permits the Board to Establish the Number of Directors That Constitute the Entire Board by Means of Resolutions Adopted by the Board; and Whereas, It Is in the Best Interest of the Company to Decrease the Size of the of the Board to Four (4) Directors; Now, Therefore, Be It Resolved, That the Number of Directors That Constitute the Entire Board Is Hereby Decreased to Four (4) Directors. Amendment of Bylaws Whereas, Section 8.14 of the Amended and Restated Bylaws of the Company (The "Bylaws") Allows the Board to Amend the Bylaws Upon the Affirmative Vote of at Least Two-Thirds of the Directors of the Company; and Whereas, It Is in the Best Interest of the Company to Amend Section 2.6 of the Bylaws to Clarify the Manner in Which Shares of the Company's Series a Convertible Preferred Stock, Par Value $.01 Per Share, Shall Be Counted in Connection With Making the Determination of Whether a Quorum Is Present at a Meeting of the Stockholders of the Company; Now, Therefore, Be It
12/34/56
