Exhibit 3.3
Amendment to Articles of Incorporation
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ICC TECHNOLOGIES, INC.
ICC TECHNOLOGIES, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That during a meeting of the Board of Directors of ICC
TECHNOLOGIES, INC. held on November 20, 1998, resolutions were duly adopted
setting forth proposed amendments to the Certificate of Incorporation of said
corporation, declaring said amendments to be advisable and calling a meeting of
the stockholders of said corporation for consideration thereof. The resolutions
setting forth the proposed amendments are as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof numbered FIRST,
so that, as amended said Article shall be and read as follows:
"FIRST: The name of the corporation is Rare Medium
Group, Inc."
FURTHER RESOLVED, that the Certificate of Incorporation of
this corporation be further amended by changing the Article thereof
numbered FOURTH, so that, as amended said Article shall be and read as
follows:
"FOURTH: The aggregate number of shares which the
corporation shall have the authority to issue shall be:
Two Hundred Million (200,000,000) shares of Common
Stock, each of which shall have a par value of One
Cent ($0.01), and Ten Million (10,000,000) shares of
Preferred Stock, each of which shall have a par value
of One Cent ($0.01). The Board of Directors, in its
sole direction shall have full and complete
authority, by resolutions, from time to time, to
establish one or more series or classes and to issue
shares of Preferred Stock, and to fix, determine and
vary the voting rights, designations, preferences,
restrictions, qualifications, privileges,
limitations, options, conversion rights and other
special rights of each series or class of Preferred
Stock, including, but not limited to, dividend rates
and manner of payment, preferential amounts payable
upon voluntary or involuntary liquidation, voting
rights, conversion rights, redemption prices, terms
and conditions and sinking fund and stock purchase
prices, terms and conditions."
FURTHER RESOLVED, that the Certificate of Incorporation of
this corporation be further amended by adding the Article numbered
NINTH, so that said Article shall be and read as follows:
"NINTH: The Board of Directors shall be divided into
three classes, each composed of as nearly equal a number of
directors as the then total number of directors constituting
the entire Board of Directors permits with the term of office
of one class expiring each year. At the 1999 Annual Meeting of
Stockholders, directors of the first class shall be elected to
hold office for a
term expiring at the next succeeding Annual Meeting of
Stockholders, directors of the second class shall be elected
to hold office for a term expiring at the second succeeding
Annual Meeting of Stockholders, and directors of the third
class shall be elected to hold office for a term expiring at
the third succeeding Annual Meeting of Stockholders. Subject
to the foregoing, at each Annual Meeting of Stockholders the
successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at
the third succeeding Annual Meeting of Stockholders. Directors
shall serve for their respective terms except in the event of
their earlier death, resignation or removal, and until their
successors are duly elected and shall qualify. Newly created
directorships, resulting from any increase in the authorized
number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, removal from
office, disqualification or other cause, may be filled by a
majority vote of the directors then in office, though less
than a quorum, and directors so chosen shall hold office for a
term expiring at the Annual Meeting of Stockholders at which
the term of office of the class to which they have been
elected expires. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of
any incumbent director."
SECOND: That thereafter, pursuant to resolution of the Board of
Directors, a special meeting of stockholders of ICC Technologies, Inc., was duly
called and held on March 16, 1999, at which meeting the necessary number of
stockholders voted in favor of the aforementioned amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware.
IN WITNESS WHEREOF, said ICC TECHNOLOGIES, INC., has caused this
Certificate to be signed by Glenn S. Meyers, it's President and Chief Executive
Officers, on this 16th day of March, 1999.
Attest: ______________________ By: _______________________________
Robert Lewis, Esq., Secretary Glenn S. Meyers, President and
Chief Executive Officer