EXHIBIT 3.4
NAME: NETGATEWAY, INC.
FILE TYP/NR C 006284-1995 ST NEVADA INC ON APR 13, 1995 FOR PERPETUAL
STATUS: MERGE/DISSOLVED : 11-02-99 NUMBER OF PAGES FILED: 9 PME
TYPE: REGULAR
PURPOSE: ALL LEGAL ACTIVITIES NAME CONSENT: 06-08-98
CAPITAL: $25,000
PAR SHRS: 25,000,000 PAR VAL: $.001 NR NO PAR SHRS: 2,500
RA NBR: 23757
LIST OF OFFICERS FOR 99 - 00 FILED ON 04-29-99 DAB
RA SECRETARY OF STATE STE 3 ACCEPTED 110299
101 N CARSON ST CARSON CITY NV 89701 + 4786
PRES DONALD M. CORLISS, JR. SUITE #500 061595
300 OCEANGATE LONG BEACH CA 90802
SECT HANH NGO SUITE #500 061595
300 OCEANGATE LONG BEACH CA 90802
TRES DAVID BASSETT-PARKINS SUITE #500 061595
300 OCEANGATE LONG BEACH CA 90802
MORE OFFICERS ON LIST
NAME: NETGATEWAY, INC.
FILE TYP/NR C 006284-1995
11-02-99 MERGE-DISSOLUTION
ARTICLES OF MERGER FILED MERGING THIS CORPORATION INTO NETGATEWAY, INC., A
(DE) CORPORATION NOT QUALIFIED IN NEVADA. NEVADA SECRETARY OF STATE
DESIGNATED AS AGENDA FOR SERVICE OF PROCESS. FORWARDING ADDRESS: ATTN:
GENERAL COUNSEL, NETGATEWAY, INC., 300 OCEANGATE, 5TH FL., LONG BEACH, CA
90802. (3) PGS. DMF
11-02-99 RA RESOLUTION
CORPORATION TRUST COMPANY OF NEVADA
6100 NEIL ROAD #500 RENO NV 89520 DMF
10-29-99 RA REMOVAL
CORPORATION TRUST COMPANY OF NEVAD KFA
ONE EAST FIRST STREET RENO NV 89501 KFA
04-28-99 RA RESOLUTION
STANLEY K. STILWELL
7604 DELAWARE BAY DR. LAS VEGAS NV 89128 SRH
06-08-98 CHANGED NAME FROM
VIDEO CALLING CARD, INC. DMF
06-08-98 COMMENTS
(2) PGS. DMF
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA ARTICLES OF MERGER
NOV 02 1999 OF
No. C6284-95
----------- NETGATEWAY, INC., A NEVADA CORPORATION
/s/ Dean Heller
DEAN HELLER, WITH AND INTO
SECRETARY OF STATE
NETGATEWAY, INC., A DELAWARE CORPORATION
(Pursuant to Section 92A.200 of the Nevada Revised Statutes)
FIRST: The name of the surviving entity is Netgateway, Inc., and the place
of its organization is the jurisdiction of the state of Delaware and
the merger is permitted pursuant to Section 253 of the General
Corporation Law of the State of Delaware. The name and place or
organization of the entity being merged into the surviving entity is
Netgateway, Inc., organized in the jurisdiction of the state of
Nevada.
SECOND: A plan of merger (the "Plan of Merger") has been adopted by each
entity that is a party to this merger.
THIRD: The Plan of Merger was adopted by unanimous consent of the
shareholder of Netgateway, Inc., a Delaware corporation.
FOURTH: The designation, percentage of total vote or number of votes
entitled to be cast and the total number of votes or percentage of
owner's interests cast for and against the Plan of Merger, by each
class of owner's interest of Netgateway, Inc., a Nevada corporation
entitled to vote separately on the Plan of Merger is as follows:
DESIGNATION VOTES ENTITLED TO BE CAST
----------- -------------------------
Common Stock: 8,225,400
Votes or Percentage of Owner's
Interests For: 57% of the Common Stock voted for
the merger pursuant to a written
consent of the shareholders
DESIGNATION VOTES ENTITLED TO BE CAST
----------- -------------------------
Votes or Percentage of Owner's
Against For: N/A because pursuant to a written
consent of the shareholders
FIFTH: The number of votes or percentage of owner's interests cast for the
Plan of Merger by the owners of each class of interests of
Netgateway, Inc., a Nevada corporation was sufficient for approval
by the owners of that class.
SIXTH: The complete executed Plan of Merger is on file at the place of
business of Netgateway, Inc., a Delaware corporation (the surviving
entity) located at 300 Oceangate, 5th Floor, Long Beach, California
90802 and a copy of the Plan of Merger will be furnished by
Netgateway, Inc., on request and without cost to any owner of any
entity which is a party to this merger.
SEVENTH: All entities party to this merger have complied with laws of their
respective jurisdiction or organization concerning this merger.
EIGHTH: Netgateway, Inc., designates the following address as the address to
which the Nevada Secretary of State is to mail any process served on
him or her against the entity: Netgateway, Inc. 300 Oceangate, 5th
Floor, Long Beach, California 90802 (Attn: General Counsel).
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be affixed and this certificate to be executed this 08th day of October, 1999.
NETGATEWAY, INC.
By: /s/ Donald M. Corliss, Jr.
---------------------------
Donald M. Corliss, Jr.
President
By: /s/ Hanh Ngo
---------------------------
Hanh Ngo
Secretary
STATE OF CALIFORNIA )
ss.:
COUNTY OF LOS ANGELES )
On October 08, 1999, personally appeared before me,
Donald M. Corliss, Jr. and Hanh Ngo who acknowledged
that they executed the above instrument
/s/ [illegible]
- -----------------------------
(Notary Stamp or Seal)
[seal]