EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
C SQUARE VENTURES, INC.
Pursuant to the provisions of the Texas Business Corporation Act, the
undersigned corporation adopts the following amendment to the Corporation's
Articles of Incorporation, which amendment was adopted by the shareholders of
the Corporation on September 4, 1996 by the holders of the outstanding common
stock, the only voting group entitled to vote thereon, by written consent
pursuant to Section 9.10 of the Texas Business Corporation Act. The number of
shares of common stock outstanding and entitled to vote on the amendment was
13,386,116 shares and the number of shares consenting to the amendment was
9,275,000 which was sufficient for approval by that group. All written notice
required by Article 9.10 has been given.
1. The name of the Corporation is C SQUARE VENTURES, INC.
2. The purpose of this Amendment is to change the name of this
corporation as follows:
The name of this corporation is CONSYGEN, INC.
C SQUARE VENTURES. INC.
By:/s/ Carl H. Canter
-----------------------------
President - Director
September 4, 1996
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
C SQUARE VENTURES, INC.
Pursuant to the provisions of the Texas Business Corporation Act, the
undersigned corporation adopts the following amendment to the Corporation's
Articles of Incorporation, which amendment was adopted by the shareholders of
the Corporation on August 22, 1996 by the holders of the outstanding common
stock, the only voting group entitled to vote thereon, by written consent
pursuant to Section 9.10 of the Texas Business Corporation Act. The number of
shares of common stock outstanding and entitled to vote on the amendment was
4,444,667 shares and the number of shares consenting to the amendment was
3,733,666 which was sufficient for approval by that group. All written notice
required by Article 9.10 has been given.
1. The name of the Corporation is C SQUARE VENTURES, INC.
2. The purpose of this Amendment is to accomplish a one-for-forty
reverse stock split of the outstanding common stock of this corporation as
follows:
Each 40 shares of the Corporation's outstanding Common Stock, $.003 par
value, shall be and they are hereby automatically changed (without any further
act) into one share of Common Stock, $.003 par value per share, provided that
any fractional shares shall be increased to the next whole share. Immediately
after the effective date of this amendment, the stockholders of record as of the
close of business on the effective date, shall be given notice to surrender
their certificates for shares of Common Stock to the transfer agent for
cancellation and reissuance in accordance with the terms of the foregoing.
The Board of Directors of the Corporation or any executive committee
thereof is empowered to adopt further rules and regulations concerning the
foregoing reverse stock split and to appropriately adjust any options, warrants
or other securities which are convertible into shares of the Corporation's
Common Stock, if any.
C SQUARE VENTURES. INC.
By:/s/ Carl H. Canter
------------------------
Carl H. Canter
President
August 26, 1996
ARTICLES OF AMENDMENT BY THE
SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION
OF
C SQUARE VENTURES, INC.
Pursuant to the Provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Article of
Amendment to its Articles of Incorporation.
ARTICLE I
The name of the corporation is C Square Ventures, Inc.,
ARTICLE II
The following amendment to the Articles of Incorporation was adopted by
the shareholders of the corporation on October 31, 1989. Article IV of the
Articles of Incorporation is hereby amended to read in full as follows:
"The aggregate number of shares which the corporation shall have
authority to issue is sixteen million six hundred sixty-six thousand six hundred
sixty-six (16,666,666) at the par value of three tenths of a cent ($.003)."
ARTICLE III
The number of shares of the corporation outstanding at the time of the
adoption was 133,344,613; and the number of shares entitled to vote on the
amendment was 133,344,613.
ARTICLE IV
The number of shares which voted for the amendment, and the number of
shares which voted against the amendment was as follows:
FOR: 112,956,178
AGAINST: 24,000
ABSTAIN: 20,364,435
ARTICLE V
The amendment provides for an exchange of issued shares and the manner
in which the exchange is effected is as follows: All shares outstanding shall be
surrendered to the transfer agent in exchange for new shares at the rate of one
new share for each thirty shares surrendered. Fractional shares will not be
issued but cash in an amount equal to the fair market value of such fractional
shares will be issued in lieu thereof.
Dated this 6th day of November, 1989.
C SQUARE VENTURES, INC.
By:/s/ Carl H. Canter
---------------------------
Carl H. Canter, President
ARTICLES OF INCORPORATION
OF
C SQUARE VENTURES, INC.
The undersigned natural person of the age of eighteen (18) years or
more acting as incorporator of a corporation under the Texas Business
Corporation Act hereby adopts the following Articles of Incorporation:
ARTICLE I
The name of the corporation is C Square Ventures, Inc.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purpose for which the corporation is organized is the transaction
of any and all lawful business for which corporations may be incorporated under
the Texas Business Corporation Act.
ARTICLE IV
The aggregate number of shares which the corporation shall have
authority to issue is five hundred million (500,000,000) at the par value of ten
thousandths of a cent ($.0001).
ARTICLE V
The corporation will not commence business until it has received for
the issuance of shares consideration of the value of one thousand dollars
($1,000) consisting of money, labor done, or property actually received.
ARTICLE VI
The street address of its initial registered office is 1600 Smith
Street, Suite 4900, Houston, Texas 77002, and the name of its initial registered
agent at such address is Hank Vanderkam.
ARTICLE VII
The number of Directors constituting the initial Board of Directors is
three (3), and the names and addresses of the persons who are to serve as
Directors until the first annual meeting of the shareholders or until their
successors are elected and qualified are:
CARL H. CANTER
417 Goolsby Boulevard
Deerfield Beach, Florida 33442
ROBERTA WEHR
417 Goolsby Boulevard
Deerfield Beach, Florida 33442
HANK VANDERKAM
1600 Smith Street, Suite 4900
Houston, Texas 77002
ARTICLE VIII
The name and address of the incorporator is:
HANK VANDERKAM
Vanderkam & Sanders
1600 Smith Street, Suite 4900
Houston, Texas 77002
ARTICLE IX
A Director of the corporation is not liable to the corporation or its
shareholders or members for monetary damages for an act or omission in the
Director's capacity as Director, unless the act or omission involves a breach of
a Director's duty of loyalty to the corporation or its shareholders or members;
or the act or omission is not in good faith or involves intentional misconduct
or a knowing violation of the law; or the Director engages in a transaction from
which he receives an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the Director's office; or the act or
omission is one in which the liability of the Director is expressly provided for
by statute; or the Director engages in an act related to an unlawful stock
repurchase or payment of dividend.
ARTICLE X
The shareholders of the corporation shall not have a preemptive right
to acquire additional, unissued or treasury shares of the corporation, or
securities of the corporation convertible into or carrying a right to subscribe
to or acquire shares.
ARTICLE XI
The shareholders of the corporation by this Article are hereby
prohibited from cumulatively voting their shares at any election for Directors.
SIGNED this 27th day of September, 1988.
/s/ Hank Vanderkam
----------------------------------------
HANK VANDERKAM, Incorporator
STATE OF TEXAS S
S
COUNTY OF HARRIS S
BEFORE ME, a notary public on this day personally appeared HANK
VANDERKAM, known to me to be the person whose name is subscribed to the
foregoing document and being by me first duly sworn, declared that the
statements therein contained are true and correct.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 27th day of September,
1988.
/s/ Janet K. Webb
-------------------------------------
Notary Public in and for the
State of TEXAS
/s/ Janet K. Webb
-------------------------------------
Printed Name of Notary Public
My Commission Expires: 3/28/92