EX-3.(I)
from 10QSB
1 page
Certificate of Increase of Series a Convertible Preferred Stock of U.S. Energy Systems, Inc. (Pursuant to Section 151 of the Delaware General Corporation Law) U.S. Energy Systems, Inc., a Delaware Corporation Acting Pursuant to Section 151 of the General Corporation Law of Delaware, Does Hereby Submit the Following Certificate of Increase of Additional Shares of Its Series a Convertible Preferred Stock. First: The Name of the Corporation Is U.S. Energy Systems, Inc. (The "Corporation"). Second: The Certificate of Designation of the Corporation With Respect to Its Series a Convertible Preferred Stock Was Filed With the Secretary of State of Delaware on March 23, 1998. Third: The Board of Directors of the Corporation Duly Adopted the Following Resolution as of July 28, 2000: Resolved, That the Corporation Hereby Designates an Additional 538,888 Shares of the Corporation's Preferred Stock Which Is Authorized to Be Issued as Series a Convertible Preferred Stock, Such That the Number of Shares of the Corporation's Preferred Stock Which Is Designated as Series a Convertible Preferred Stock Shall Be a Total of 1,138,888 Shares and the Officers of the Corporation Are Authorized and Directed to File With the Secretary of State of Delaware a Certificate of Increase to That Effect. in Witness Whereof, This Certificate Has Been Subscribed on the Date Set Forth Below by the Undersigned, Who Affirms That the Statements Made Herein Are True Under the Penalties of Perjury. Executed on This 31st Day of July, 2000. /S/Goran Mornhed Goran Mornhed, President
12/34/56
EX-3.(I)
from 10QSB
1 page
Certificate of Amendment of Amended and Restated Certificate of Incorporation of U.S. Energy Systems, Inc. U.S. Energy Systems, Inc., a Corporation Organized and Existing Under the Laws of the State of Delaware (The "Corporation"), Does Hereby Certify as Follows: First: The Name of the Corporation Is U.S. Energy Systems, Inc. Second: The Original Certificate of Incorporation of the Corporation Was Filed With the Secretary of State of Delaware on May 6, 1981, Under the Name of "Cogenic Energy Systems, Inc." Third: Article Fourth of the Amended and Restated Certificate of Incorporation Is Hereby Amended to Increase the Authorized Shares of Common Stock and Preferred Stock of the Corporation. Fourth: To Accomplish the Forgoing Amendment, Article Fourth of the Amended and Restated Certificate of Incorporation Relating to the Capital of the Corporation Is Hereby Amended by Striking Out Paragraph I of Said Article Fourth Thereof and Substituting in Lieu Thereof, the Following New Paragraph: "The Total Number of Shares of Stock Which the Corporation Shall Have Authority to Issue Is Fifty Million (50,000,000) Shares of Common Stock and the Par Value of Each Such Share Is One Cent ($0.01); and Ten Million (10,000,000) Shares of Preferred Stock and the Par Value of Each Such Share Is One Cent ($0.01). the Board of Directors Shall Determine, at Its Discretion, All Rights and Privileges to Be Attached to Such Preferred Stock." Fifth: The Amendment of the Amended and Restated Certificate of Incorporation Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, I Have Subscribed This Document as of This 10th Day of July, 2000 and Do Hereby Affirm, Under the Penalties of Perjury, That the Statements Contained Herein Have Been Examined by Me and Are True and Correct. U.S. Energy Systems Inc. By: /S/ Seymour J. Beder Name: Seymour J. Beder Title Secretary 1155796
12/34/56
