Exhibit 3.2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
INTERMARK GAMING INTERNATIONAL, INC.
This Certificate of Incorporation is amended and restated and has been
properly adopted by the Corporation's board of directors and shareholders
pursuant to Delaware General Corporation Law ss.242 and ss.245.
The Corporation's name is Intermark Gaming International, Inc. pursuant to
its original Certificate of Incorporation filed on March 9, 1987 with the
Delaware Secretary of State.
1. The name of the Corporation is:
Auto Swap U.S.A. Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware including but not limited to the development and operation of
open market locations for private buyers and sellers of automobiles, boats,
RV's, travel trailers and trucks in accordance with the laws of various states,
the United States of America and other applicable jurisdictions.
4. The total number of shares which the Corporation shall have authority to
issue is forty million (40,000,000) shares of capital stock, and the par value
of each such share is one tenth of one cent ($0.001) per share.
5. The Corporation shall be managed by the Board of Directors, which shall
exercise all powers conferred under the laws of the State of Delaware. The Board
of Directors shall have authority to make, alter or repeal the Bylaws of the
Corporation. The Board of Directors shall have sole authority to determine the
number of Directors serving on the Board, and may increase or decrease the exact
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number of Directors from time to time by resolution duly adopted by such Board.
No decrease in the number of Directors shall have the affect of shortening the
term of any incumbent Director.
6. Elections of directors need not be written ballot unless the Bylaws of
the Corporation shall so provide.
7. Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.
8. No director of the Corporation shall be held personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a directory; provided, however, that nothing contained herein shall
eliminate or limit the liability of a director of the Corporation to the extent
provided by applicable laws (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law, (iii)
under section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. The
limitation of liability provided herein shall continue after a director has
ceased to occupy such position as to acts or omissions occurring during such
director's term or terms of office. No amendment or repeal of this Article 9
shall apply to or have any effect upon the liability or alleged liability of any
director of the corporation for or with respect to acts or omissions of such
director occurring prior to such amendment or repeal.
9. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all right conferred upon stockholders
herein axe granted subject to this reservation.
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The undersigned, for the purpose of amends and restating the Corporation's
Certificate of Incorporation pursuant to the General Corporation Law of the
State of Delaware, do hereby declare and certify that this is our act and deed
and the facts herein stated are true, and accordingly have hereunto set our
hands this 24th day of October, 1991.
/s/ Donald R. Head
----------------------------
President
SUBSCRIBED AND SWORN to before me this 23rd day of October, 1991, by Donald
R. Head.
JILL PERRY
---------------------------
My Commission Expires:
AUGUST 29, 1994
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/s/ Edward M. Topham
---------------------------
Secretary
SUBSCRIBED AND SWORN to before me this 24th day of October, 1991, by Edward
M. Topham.
/s/
----------------------------
My Commission Expires:
MY COMMISSION EXPIRES DEC 1, 1993
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