STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 10/28/1999
991458106 - 3062490
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
B2BSTORES.COM Inc.
Pursuant to Section 242 of the
General Corporation Law of Delaware
The undersigned, being the Chief Executive Officer of
b2bstores.com Inc., a Delaware corporation ("Corporation"), does hereby certify
as follows:
FIRST, that the Corporation's Certificate of Incorporation be
amended by striking out Article Fifth and substituting in lieu thereof the
following:
FIFTH: The following provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of
the powers of the Corporation and of its directors and stockholders.
(a) The number of directors shall be determined as set forth
in the By-Laws of the Corporation.
(b) Election of directors need not be by ballot unless the
by-laws of the Corporation so provide.
(c) The Board of Directors shall be divided into three
classes: Class A, Class B and Class C. The number of directors in each
class shall be as nearly equal as possible. The term of the directors
comprising Class A shall expire at the Annual Meeting of Stockholders
in 2000, the term of the directors comprising Class B shall expire at
the Annual Meeting of Stockholders in 2001 and the term of the
directors comprising Class C shall expire at the Annual Meeting of
Stockholders in 2002. Commencing at the first Annual Meeting of
Stockholders, and at each annual meeting thereafter, directors elected
to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of
stockholders after their election. Except as the General Corporation
Law of Delaware may otherwise require, in the interim between annual
meetings of stockholders or special meetings of stockholders called for
the election of directors and/or
the removal of one or more directors and the filling of any vacancy in
that connection, newly created directorships and any vacancies on the
Board of Directors, including unfilled vacancies resulting from the
removal of directors for cause, may be filled by the vote of a majority
of the remaining directors then in office, although less than a quorum,
or by the sole remaining director. All directors shall hold office
until the expiration of their respective terms of office and until
their successors shall have been elected and qualified. A director
elected to fill a vacancy resulting from the death, resignation or
removal of a director shall serve for the remainder of the full term of
the director whose death, resignation or removal shall have created
such vacancy and until his successor shall have been elected and
qualified.
(d) The directors in their discretion may submit any contract
or act for approval or ratification at any annual meeting of the
stockholders or at any meeting of the stockholders called for the
purpose of considering any such act or contract, and any contract or
act that shall be approved or be ratified by the vote of the holders of
a majority of the stock of the Corporation which is represented in
person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in
person or by proxy) shall be as valid and binding upon the Corporation
and upon all the stockholders as though it had been approved or
ratified by every stockholder of the Corporation, whether or not the
contract or act would otherwise be open to legal attack because of
directors' interest, or for any other reason.
(e) In addition to the powers and authorities hereinbefore or
by statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation; subject, nevertheless,
to the provisions of the statutes of Delaware, of this Certificate of
Incorporation, and to any by-laws from time to time made by the
stockholders; provided, however, that no by-law so made shall
invalidate any prior act of the directors which would have been valid
if such by-law had not been made.
SECOND, that such amendment to the Certificate of
Incorporation was duly adopted by the Board of Directors of the Corporation and
by the affirmative vote of a majority of the outstanding shares entitled to vote
thereon in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has subscribed this
Certificate of Amendment on the 15th day of October, 1999 and does hereby affirm
under the penalties of perjury that the statements contained herein are true.
By: /s/ Woo Jin Kim
--------------------------
Woo Jin Kim
Chief Executive Officer
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