Articles of Amendment
to Articles of Incorporation of
Vista Vacations International, Inc.
Pursuant to the provisions of Section 607.1006, Florida Statutes, Vista
Vacations International, Inc., a Florida corporation for profit (the
"Corporation") does hereby adopt the following articles of amendment and
restatement to its articles of incorporation, certifying as follows:
Witnesseth:
FIRST: AMENDMENTS ADOPTED:
(A) The following articles are hereby repealed: Articles 2, 3, 4 & 5.
(B) The following articles are hereby renumbered:
(1) Article 1 is hereby renumbered as Article I.
(2) The following new articles are hereby adopted:
ARTICLE II
DURATION
This Corporation shall have perpetual existence commencing on the date of
the filing of these Articles of Incorporation with the Department of State of
Florida.
ARTICLE III
PURPOSES
This Corporation is organized for the purpose of transacting any and all
lawful business; provided, however, that it shall not:
(A) Engage in any activities that would subject it to regulation as an
investment company under the Federal Investment Company Act of 1940
(the "Investment Company Act"), as amended, unless it shall have first
qualified and elected to be regulated as a small business development
company pursuant to Sections 54 et. seq., thereof, and limits its
investment company activities to those permitted thereby; or
(B) Engage in any activities which would subject the Corporation to
regulation as a broker dealer in securities subject to regulation under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
as an investment advisor subject to regulation under the Investment
Advisors Act of 1940, as amended (the "Investment Advisor's Act"); or
This instrument is the property of The Yankee Companies, Inc., a Florida
corporation, and has been licensed for use by Vista Vacations International,
Inc., only for its own corporate governance purposes. No one may utilize this
form or any derivations thereof without the prior written consent of The Yankee
Companies, Inc.
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(C) Engage in any other activities requiring the Corporation to comply with
governmental registration and supervision, unless it has completed such
registration and conducts itself in full compliance with such
supervisory requirements.
ARTICLE IV
CAPITAL STOCK
1.2 Capital Stock
This Corporation is authorized to issue 2,000 shares, $0.01 par value, all
of which shall be designated as common stock.
ARTICLE V
QUORUM FOR MEETINGS
(A) A simple majority of the shares entitled to vote, represented in person
or by proxy, shall be required to constitute a quorum at a meeting of
stockholders.
(B) A simple majority of the persons then comprising the entire membership
of the board of directors, but including all persons elected as members
of the board of directors by the stockholders who were not required to
be nominated and elected as directors pursuant to contractual
obligations, shall constitute at quorum at a meeting of the board of
directors.
ARTICLE VI
REGISTERED OFFICE, REGISTERED AGENT & PRINCIPAL
6.1 Registered Office & Registered Agent,
The street address of the registered office of this Corporation is 1941
Southeast 51st Terrace; Ocala, Florida 34471, and the name of the initial
registered agent of this corporation at such address is Vanessa H. Lindsey.
6.2 Principal Office & Mailing Address
(A) The Corporation's principal office and principal mailing address is
5653 NW 29th Street; Margate, Florida 33063
(B) The Corporation's telephone number is (954) 975-0898, its fax number is
(954) 975-8447 and its e-mail address is Terie@flinet.com.
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ARTICLE VII
BOARD OF DIRECTORS
7.1 Initial Board of Directors
(A) This Corporation shall have one Director initially.
(B) The number of Directors may be either increased or diminished from time
to time in the manner provided in the Bylaws, but shall never be less
than one.
(C) The name and address of the initial Director of this Corporation is
as follows:
Teri Nadler
5653 NW 29th Street, Margate, Florida 33063
7.2 Contractual Obligation to Elect Directors:
The obligations of the Corporation's stockholder to elect members to the
Corporation's Board of Directors in the manner reflected in the agreement and
plan of merger (the "Merger Agreement") between Wriwebs.com, Inc., a Florida
corporation that has been merged into this Corporation ("Old WRI"), AmeriNet
Group.com, Inc., a Delaware corporation and the Corporation's sole stockholder,
and this Corporation, then operating under the name American Internet Technical
Center, Inc., ("American Internet"), shall be complied with in conjunction with
all elections of members to the Corporation's Board of Directors during the term
of such obligations and no election in contravention of such terms shall be
valid.
ARTICLE VIII
INCORPORATOR
The name and street address of the incorporator of this Corporation was:
Teri Nadler
5653 NW 29th Street, Margate, Florida 33063
ARTICLE IX
AFFILIATED TRANSACTIONS
This Corporation shall not be subject to the restrictions or requirements
for affiliated transactions imposed by Sections 607.0901, Florida Statutes, as
permitted by the waiver provisions of Section 607.0901(5)(b) thereof.
SECOND: RESTATEMENT OF ARTICLES OF INCORPORATION:
The Corporation's articles of incorporation, as amended to date, are hereby
restated, as follows:
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ARTICLE I
NAME
The name of this Corporation is "Vista Vacations International, Inc."
ARTICLE II
DURATION
This Corporation shall have perpetual existence commencing on the date of
the filing of these Articles of Incorporation with the Department of State of
Florida.
ARTICLE III
PURPOSES
This Corporation is organized for the purpose of transacting any and all
lawful business; provided, however, that it shall not:
(A) Engage in any activities that would subject it to regulation as an
investment company under the Federal Investment Company Act of 1940
(the "Investment Company Act"), as amended, unless it shall have first
qualified and elected to be regulated as a small business development
company pursuant to Sections 54 et. seq., thereof, and limits its
investment company activities to those permitted thereby; or
(B) Engage in any activities which would subject the Corporation to
regulation as a broker dealer in securities subject to regulation under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
as an investment advisor subject to regulation under the Investment
Advisors Act of 1940, as amended (the "Investment Advisor's Act"); or
(C) Engage in any other activities requiring the Corporation to comply with
governmental registration and supervision, unless it has completed such
registration and conducts itself in full compliance with such
supervisory requirements.
ARTICLE IV
CAPITAL STOCK
1.3 Capital Stock
This Corporation is authorized to issue 2,000 shares, $0.01 par value, all
of which shall be designated as common stock.
ARTICLE V
QUORUM FOR MEETINGS
(A) A simple majority of the shares entitled to vote, represented in person
or by proxy, shall be required to constitute a quorum at a meeting of
stockholders.
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(B) A simple majority of the persons then comprising the entire membership
of the board of directors, but including all persons elected as members
of the board of directors by the stockholders who were not required to
be nominated and elected as directors pursuant to contractual
obligations, shall constitute at quorum at a meeting of the board of
directors.
ARTICLE VI
REGISTERED OFFICE, REGISTERED AGENT & PRINCIPAL
6.1 Registered Office & Registered Agent,
The street address of the registered office of this Corporation is 1941
Southeast 51st Terrace; Ocala, Florida 34471, and the name of the initial
registered agent of this corporation at such address is Vanessa H. Lindsey.
6.2 Principal Office & Mailing Address
(A) The Corporation's principal office and principal mailing address is
5653 NW 29th Street; Margate, Florida 33063
(B) The Corporation's telephone number is (954) 975-0898, its fax number is
(954) 975-8447 and its e-mail address is Terie@flinet.com.
ARTICLE VII
BOARD OF DIRECTORS
7.1 Initial Board of Directors
(A) This Corporation shall have one Director initially.
(B) The number of Directors may be either increased or diminished from time
to time in the manner provided in the Bylaws, but shall never be less
than one.
(C) The name and address of the initial Director of this Corporation is
as follows:
.
7.2 Contractual Obligation to Elect Directors:
The obligations of the Corporation's stockholder to elect members to the
Corporation's Board of Directors in the manner reflected in the Reorganization
Agreement between Vista Vacations International, Inc., and AmeriNet Group.com,
Inc., a Delaware corporation, and others, shall be complied with in conjunction
with all elections of members to the Corporation's Board of Directors during the
term of such obligations and no election in contravention of such terms shall be
valid.
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ARTICLE VIII
INCORPORATOR
The name and street address of the incorporator of this Corporation is:
Teri Nadler
5653 NW 29th Street, Margate, Florida 33063
ARTICLE IX
AFFILIATED TRANSACTIONS
This Corporation shall not be subject to the restrictions or requirements
for affiliated transactions imposed by Sections 607.0901, Florida Statutes, as
permitted by the waiver provisions of Section 607.0901(5)(b) thereof.
ARTICLE X
AMENDMENT
The Corporation reserves the right to amend, alter, change or repel any
provision contained in these Articles of Incorporation, or in any amendment
hereto, or to add any provision to these Articles of Incorporation or to any
amendment hereto, in any manner now or hereafter prescribe or permitted by the
provisions of any applicable statute of the State of Florida, and all rights
conferred upon shareholders in these Articles of Incorporation or any amendment
hereto are granted subject to this reservation.
THIRD: THE DATE EACH AMENDMENT WAS ADOPTED WAS:
March 7, 2000.
FOURTH: ADOPTION OF AMENDMENTS:
The amendments were unanimously adopted by the Corporation's stockholders
and board of directors by written consent in lieu of special meeting dated March
7, 2000, the number of votes cast for the amendments being sufficient for
approval.
IN WITNESS WHEREOF, the Corporation, through its duly elected, serving and
authorized president, has subscribed its name this 7th day of March, 2000.
Vista Vacations International, Inc.
By: /s/ Teri Nadler
________________________
Teri Nadler
President
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