EXHIBITS 3.2
FILED
Office of the
Secretary of State
STATE OF NEVADA
August 23, 1999
No. C.15695-97
Dean Heller, Secretary of State
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock) Filed by:
The SL Group, Inc.
(Name of Corporation)
We the undersigned Edward Heil and
President or Vice President
R. Bret Jenkins of The SLGroup, Inc.
Secretary or Assistant Secretary Name of Corporation
do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 28th day of July, 1999, adopted a resolution to amend the
original articles as follows:
Article ______ is hereby amended to read as follows:
See Attached Exhibit "A"
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 2000; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/Edward Heil
---------------------------------------
President or Vice President
/s/R. Bret Jenkins
---------------------------------------
Secretary or Assistant Secretary
State of Utah )
) ss.
County of Salt Lake )
On August 19, 1999, personally appeared before me, a Notary Public, R.
Bret Jenkins and Edward Heil, who acknowledged that they executed the above
instrument.
/s/Joy L. Perkins
---------------------------------------
Signature of Notary
EXHIBIT "A" TO CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
THE SL GROUP, INC.
Dated: August 19, 1999
Article I is hereby amended to read as follows:
ARTICLE I
The name of the corporation is: eSAFETYWORLD, Inc.
Article IV is hereby amended to read as follows:
ARTICLE IV
(a) The Corporation shall be authorized to issue the following shares:
Class Number of Shares Par Value
----- ---------------- ---------
Common 20,000,000 $.001
Preferred 1,000,000 $.001
(b) The designations and the powers, preferences and rights, and the
qualifications and restrictions thereof are as follows:
(1) The Preferred Shares shall be issued from time to time in
one or more series, with such distinctive serial designations as shall
be stated and expressed in the resolution or resolutions providing for
the issue of such shares from time to time adopted by Board of
Directors; and in such resolution or resolutions providing for the
issue of shares of each particular series, the Board of Directors is
expressly authorized to fix the annual rate or rates of dividends for
the particular series; the dividend payment dates for the particular
series and the date from which
dividends on all shares of such series issued prior to the record date
for the first dividend payment date shall be cumulative; the redemption
price or prices for the particular series; the voting powers for the
particular series, the rights, if any, of holders of the shares of the
particular series to convert the same into shares of any other series
or class or other securities of the corporation, with any provisions
for the subsequent adjustment of such conversion rights; and to
classify or reclassify any unissued preferred shares by fixing or
altering from time to time any of the foregoing rights, privileges and
qualifications.
(2) All the Preferred shares of any one series shall be
identical with each other in all respects, except that shares of any
one series issued at different times may differ as to the dates from
which dividends thereon shall be cumulative; and all Preferred shares
shall be of equal rank, regardless or series, and shall be identical in
all respects except as to the particulars fixed by the Board as
hereinabove provided or as fixed herein.
(c) No holder of any of the shares of any class of the Corporation
shall be entitled as of right to subscribe for, purchase, or otherwise acquire
any shares of any class of the Corporations which the Corporation proposes to
issue or any rights or options which the Corporation proposes to grant for the
purchase of shares of any class of the Corporation or for the purchase of any
shares, bonds, securities, or obligations of the Corporations which re
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of any class of the Corporation; and
any and all of such shares, bonds, securities, or obligations of the
Corporation, whether now or hereafter authorized or created may be issued, or
may be reissued or transferred if the same have been reacquired and have
treasury status, and any and all of such rights and options may be granted by
the Board of Directors to such persons, firms, corporations, and associations,
and for such lawful consideration, and on such terms, as the Board of Directors
in its discretion may determine, without first offering the same, or any
thereof, to any said holder.
(d) The capital stock of this corporation shall be nonassessable and
shall not be subject to assessment to pay the debts of the corporation.
Article XII is hereby added as follows:
ARTICLE XII
The corporation shall indemnify all directors, officers, employees, and
agents to the fullest extent permitted by Nevada law as provided within NRS
78.751 or any other law then in effect or as it may hereafter be amended.
The corporation shall indemnify each present and future director,
officer, employee, or agent of the corporation who becomes a party or is
threatened to be made a party to any suit or proceeding, whether pending,
completed, or merely threatened, and whether said suit or proceeding is civil,
criminal, administrative, investigative, or otherwise, except an action by or in
the right of the corporation, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses, including but not limited to attorneys' fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit, or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
The expenses of directors and officers incurred in defending a civil or
criminal action, suit, or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit, or
proceeding if and only if the director or officer undertakes to repay said
expenses to the corporation if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation.
The indemnification and advancement of expenses may not be made to or
on behalf of any director or officer if a final adjudication establishes that
the directors, or officers acts or omission involved intentional misconduct,
fraud, or a knowing violation of the law and was material to the cause of
action.