EX-3.2
from 10QSB
1 page
Written Consent to Action Without Meeting of Century Laboratories, Inc. Pursuant to Article 3 Section 7 of the Bylaws and Dca 8-141(f), (I) the Following Action Is Taken and Approved by the Board of Directors of Century Laboratories, Inc. by Unanimous Written Consent as if a Meeting Had Been Properly Called and Held and All the Directors Were Present at the Meeting and Voted in Favor of Such Action: Resolved, That the Fiscal Year-End of the Corporation Be Changed From May 31 to December 31, Effective Immediately, and That Therefore the Fiscal Year of the Corporation Shall Now Begin on the First Day of January in Each Year. Resolved Further: That the Appropriate Officers of This Corporation Are Hereby Authorized and Directed to Take Such Actions and Execute Such Documents as They May Deem Necessary or Appropriate to Effectuate the Said Amendment. in Witness Wherefore, the Undersigned, Being All the Directors of Century Laboratories, Inc. Have Signed This Consent on the Dates Indicated Below Effective This 19th Day of December 2000. 12/19/2000 /S/ Director; Robert Bryan Date
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EX-3.1
from 10QSB
1 page
State of Delaware Certificate of Amendment of Certificate of Incorporation Century Laboratories, Inc. a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware. Does Hereby Certify: First; That by Written Consent of the Board of Directors of Century Laboratories, Inc. on August 21, 2000 Resolutions Were Duly Adopted Setting Forth a Proposed Amendment of the Certificate of Incorporation of Said Corporation, Declaring Said Amendment to Be Advisable and Calling a Meeting of the Stockholders of Said Corporation for Consideration Thereof. the Resolution Setting Forth the Proposed Amendment Is as Follows; Resolved, That the Certificate of Incorporation of This Corporation Be Amended by Changing the Article Thereof Numbered "Fourth" So That, as Amended, Said Article Shall Be and Read as Follows: Fourth: The Total Number of Shares of Stock Which This Corporation Is Authorized to Issue Is: Sixty-Five Million (65,000,000) Shares of Common Stock at $0.001 Par Value, Ten Million (10,000,000) Shares of Preferred Stock at $0.001 Par Value. Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, a Written Consent of the Stockholders of Said Corporation Was Obtained in Accordance With Section 228 of the General Corporation Law of the State of Delaware in Which Consent the Necessary Number of Shares as Required by Statute Were Voted in Favor of the Amendment. Third: That Said Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. Fourth: That the Capital of Said Corporation Shall Not Be Reduced Under or by Reason of Said Amendment. in Witness Whereof, Said Century Laboratories, Inc. Has Caused This Certificate to Be Signed by Robert Bryan, an Authorized Officer, This 21st Day of August, 2000 By:/S/ Robert Bryan, President State of Delaware Secretary of State Division of Corporations Filed 09:00 Am 10/26/2000 001541417 - 0524612
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EX-3.1
from 8-K
1 page
State of Delaware Certificate of Amendment of Certificate of Incorporation Century Laboratories, Inc. a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware. Does Hereby Certify: First; That by Written Consent of the Board of Directors of Century Laboratories, Inc. on August 21, 2000 Resolutions Were Duly Adopted Setting Forth a Proposed Amendment of the Certificate of Incorporation of Said Corporation, Declaring Said Amendment to Be Advisable and Calling a Meeting of the Stockholders of Said Corporation for Consideration Thereof. the Resolution Setting Forth the Proposed Amendment Is as Follows; Resolved, That the Certificate of Incorporation of This Corporation Be Amended by Changing the Article Thereof Numbered "Fourth" So That, as Amended, Said Article Shall Be and Read as Follows: Fourth: The Total Number of Shares of Stock Which This Corporation Is Authorized to Issue Is: Sixty-Five Million (65,000,000) Shares of Common Stock at $0.001 Par Value, Ten Million (10,000,000) Shares of Preferred Stock at $0.001 Par Value. Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, a Written Consent of the Stockholders of Said Corporation Was Obtained in Accordance With Section 228 of the General Corporation Law of the State of Delaware in Which Consent the Necessary Number of Shares as Required by Statute Were Voted in Favor of the Amendment. Third: That Said Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. Fourth: That the Capital of Said Corporation Shall Not Be Reduced Under or by Reason of Said Amendment. in Witness Whereof, Said Century Laboratories, Inc. Has Caused This Certificate to Be Signed by Robert Bryan, an Authorized Officer, This 21st Day of August, 2000 By:/S/ Robert Bryan, President State of Delaware Secretary of State Division of Corporations Filed 09:00 Am 10/26/2000 001541417 - 0524612
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