Exhibit 3.1
CERTIFICATE
OF
ELIMINATION
OF THE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
NEW CENTURY EQUITY HOLDINGS CORP.
New Century Equity Holdings Corp. (formerly, "Billing Information
Concepts Corp.") (the "Corporation"), a corporation existing under the General
Corporation Law of the State of Delaware (the "DGCL"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation duly adopted
resolutions setting forth the proposed elimination of the Series A Junior
Participating Preferred Stock as set forth herein:
RESOLVED, that no shares of the Series A Junior Participating
Preferred Stock are outstanding and none will be issued subject to the
certificate of designations previously filed with respect to such
series; and it is further
RESOLVED, that as no shares of the Series A Junior Participating
Preferred Stock remain outstanding, the proper officers of the
Corporation be, and each of them hereby is, authorized, empowered and
directed to execute and file, in the name and on behalf of the
Corporation, with the Office of the Secretary of State of the State of
Delaware, a Certificate of Elimination as provided in Section 151(g)
of the DGCL and all such previously designated shares shall resume the
status as authorized but unissued shares of preferred stock of the
Corporation.
SECOND: None of the authorized shares of the Series A Junior
Participating Preferred Stock are outstanding and none will be issued
subject to the certificate of designations previously filed with respect to
such series.
THIRD: In accordance with the provisions of Section 151(g) of the
DGCL, the Certificate of Incorporation is hereby amended to eliminate all
references to the Series A Junior Participating Preferred Stock.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed on its behalf, as of this 10th day of July 2006.
Dated: July 10, 2006 NEW CENTURY EQUITY HOLDINGS CORP.
By: /s/ Steven J. Pully
-------------------------------------
Name: Steven J. Pully
Title: Chief Executive Officer
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