EXHIBIT 3.30 AMENDMENTS TO REGISTRANT's CERTIFICATE OF INCORPORATION
Certificate of Amendment to Certificate of Incorporation
of
Equity Growth Systems, inc.
Pursuant to the provisions of Sections 222 and 242 of the General
Corporation Law of the State of Delaware, this Delaware profit corporation does
hereby adopt the following certificate of amendment to its Certificate of
Incorporation:
Witnesseth:
First: Amendments adopted:
(d) Articles First, Second, Third, Fifth and Tenth, are hereby repealed.
(e) The following new Article First is hereby adopted, changing the name of
this Corporation from "Equity Growth Systems, inc." to "AmeriNet
Group.com, Inc." As amended, Article First will henceforth read as
follows:
FIRST: Name:
(A) The name of the Corporation is "AmeriNet Group.com, Inc."
(B) The Corporation's Board of Directors is hereby authorized,
without stockholder approval, to amend this Certificate from
time to time, in order to change the name of the Corporation.
(f) The following Articles are hereby adopted, replacing repealed Articles
Second, Third, Fifth and Tenth:
SECOND: Registered Agent
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(a) The street address of the registered office of this Corporation
in the state of Delaware is 25 Greystone Manor, Lewes Delaware
19958, situate in Sussex County, and the name of the initial
registered agent of this Corporation at such address is Harvard
Business Services, Inc.
(b) The registered agent's telephone number is 1-800-345-2677 and
its E-Mail address is rick1@ix.netcom.com.
THIRD: 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.
FIFTH: Amendments of Certificate by Board of Directors:
The Corporation's Board of Directors is hereby authorized, without
stockholder approval, to amend this Certificate from time to time, in
order to:
(a) Effect splits or reverse splits of the Corporation's common or
preferred stock;
(b) Increase the Corporation's authorized capital; and
(c) Decrease the Corporation's authorized capital; provided that
such decrease may not affect any issued and outstanding
shares.
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TENTH: Quorum:
Unless otherwise provided for in the Corporation's Bylaws, a 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.
(c) The following new Articles are hereby adopted:
ELEVENTH: Indemnification
(a) The Corporation shall indemnify its Officers, Directors and
authorized agents for all liabilities incurred directly,
indirectly or incidentally to services performed for the
Corporation, to the fullest extent permitted under Delaware
law existing now or hereinafter enacted.
(b) Funds required to pay expenses reasonably necessary to defend
allegations that would raise the foregoing right of
indemnifications shall be advanced by this Corporation at any
time that the person claiming such expenses appears reasonably
likely to become entitled to indemnification and enters into a
binding agreement with this Corporation to repay advances for
such expenditures in the event that he, she or it is
eventually found not to be entitled to indemnification.
TWELFTH: Limitation on Stockholder Actions
(b) Stockholders shall not have a cause of action against the
Corporation's Officers, Directors or agents as a result of any
action taken, or as a result of their failure to take any
action, unless deprivation of such right is deemed a nullity
because, in the specific case, deprivation of a right of
action would be impermissibly in conflict with the public
policy of the State of Delaware.
(c) No stockholder may assert a derivative cause of action on
behalf of the Corporation, rather, any claims that would
give rise to derivative causes of action shall be submitted
in writing, specifying the nature of the cause of action and
providing all evidence associated with such claim, to a
special committee of the Board of Directors comprised of
members who do not also serve as officers of the Corporation
and are not reasonably involved with the subject cause of
action, or if no such directors are serving, to legal
counsel designated by the Corporation in which no attorney
holds shares of the Corporation's securities, holds any
office or position with the Corporation or is related by
marriage or through siblings, parents or children to any
officer or director of the Corporation, and the decision to
litigate, or not to litigate by such special committee or
special counsel shall be binding on the Corporation and the
submitting stockholder or stockholders; unless the foregoing
procedure has not been followed within 90 days after
completion of the submission by the subject stockholder.
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(d) The fact that this Article shall be inapplicable in certain
circumstances shall not render it inapplicable in any other
circumstances and the Courts of the State of Delaware are
hereby granted the specific authority to restructure this
Article, on a case by case basis or generally, as required to
most fully give legal effect to its intent.
THIRTEENTH: Take Over Defenses:
(1) The Board of Directors of this Corporation shall have the
broadest possible authority and discretion in adopting and
maintaining resistance to, and defenses against, takeover bids
that it deems not to be in the best interests of the
Corporation, including (without limitation) adopting and
maintaining any form of shareholder rights plan or "poison
pill" comprised of such terms and features as the Board of
Directors deems to be in the best interests of the
Corporation.
(2) Without limitation on the foregoing, the Board of Directors
shall have the authority and discretion to adopt and maintain
a shareholder rights plan or other defensive mechanism that
may be deactivated or redeemed only:
(a) By vote of continuing directors (i.e., the directors
who put such shareholder rights plan or other
defensive mechanism in place or the designated
successors of such directors) to the exclusion of
newly elected directors nominated or supported by a
takeover bidder or bidders;
(b) After a prescribed delay period following election of
directors making up a majority of the Board of
Directors if such new directors are nominated or
supported by a takeover bidder or bidders; or
(c) Before election of directors making up a majority of
the Board of Directors if such new directors are
nominated or supported by a takeover bidder or
bidders.
(3) No bylaw shall limit in any way the authority of the Board of
Directors of this Corporation to adopt or maintain any
shareholder rights plan or otherwise to resist or defend
against any takeover bid that the Board of Directors finds not
to be in the best interests of the Corporation.
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FOURTEENTH: Affiliated Transactions:
This Corporation shall not be subject to the restrictions or
requirements for affiliated transactions imposed by Section 203 of the
Delaware General Corporation Law, as permitted by the waiver provisions
of Section (b)(1) thereof.
FIFTEENTH: Compromise & Arrangement
(A) Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them or
between this Corporation and its stockholders or any class
of them, any court of equitable jurisdiction within the
State of Delaware may, on the ap plication in a summary way
of this Corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers
appointed for this Corporation under Section 291 of Title 8
of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for
this Corporation under Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of
creditors or of the stockholders or class of stockholders of
this Corporation, as the case may be, to be summoned in such
manner as the said court directs.
(b) If a majority in number representing three fourths in value
of the creditors or class of creditors or of the
stockholders or class of stockholders of this Corporation,
as the case may be, agree to compromise or arrangement and
to any reorganization of this Corporation as consequence of
such the said compromise or arrangement and the said
reorganization compromise or arrangement, the said
compromise or arrangement and the said reorganization shall,
if sanctioned by the court to which the said application has
been made, be binding on all the creditors or class of
creditors, and or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and
also on this Corporation.
Second: The date of each amendment adopted is: July 7, 1999.
Third: The capital of the Corporation was not reduced by virtue of the
foregoing amendment.
Fourth: Adoption of Amendments:
The amendments were adopted by the shareholders after recommendation by
the Board of Directors. The number of votes cast for the amendments
were sufficient for approval, to wit, 6,246,947 in favor, 2,222,177 not
voting.
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In Witness Whereof, we have subscribed our names this 7th day
of July, 1999.
Signed, Sealed & Delivered
In Our Presence
Equity Growth Systems, inc.
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_____________________________ By: ________________________
Charles J. Scimeca, President
{SEAL}
Attest: ________________________
G. Richard Chamberlin, Esquire
Secretary
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