EXHIBIT 2.4
AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
WORLDBID CORPORATION
TO THE SECRETARY OF STATE OF THE STATE OF NEVADA:
WORLDBID CORPORATION
(Name of Corporation)
We the undersigned, Andrea Smith, Vice President, and Barry Alexander, Corporate
Secretary, of Worldbid Corporation, a Nevada corporation, do hereby certify that
the Board of Directors of Worldbid Corporation adopted a resolution dated as of
October 1, 2000 to amend the articles as follows:
Article 5 of the Articles of Incorporation of Worldbid Corporation is hereby
repealed in its entirety and amended by the substitution to read as follows:
"5. Capitalization. The total number of shares of all classes of
capital stock which the Corporation is authorized to issue is 101,000,000
shares, of which 100,000,000 shares shall be common stock, each share
having a par value of $0.0001 (the "Common Stock"), and 1,000,000 shares
shall be preferred stock, each share having a par value of $0.0001 (the
"Preferred Stock").
The Preferred Stock may be divided into and issued in series. The
Board of Directors of the Corporation is authorized to divide the
authorized shares of Preferred Stock into one or more series, each of which
shall be so designated as to distinguish the shares thereof from the shares
of all other series and classes. The Board of Directors of the Corporation
is authorized, within any limitations prescribed by law and this Article,
to fix and determine the designations, rights, qualifications, preferences,
limitations and terms of the shares of any series of Preferred Stock
including but not limited to the following.
(a) The rate of dividend, the time of payment of dividends, whether
dividends are cumulative, and the date from which any dividends shall
accrue;
(b) Whether shares may be redeemed, and, if so, the redemption price
and the terms and conditions of redemption;
(c) The amount payable upon shares in the event of voluntary or
involuntary liquidation;
(d) Sinking fund or other provisions, if any, for the redemption or
purchase of shares;
(e) The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion;
(f) Voting powers, if any, provided that if any of the Preferred Stock
or series thereof shall have voting rights, such Preferred Stock or series
shall vote only on a share for share basis with the Common Stock on any
matter, including but not limited to the election of directors, for which
such Preferred Stock or series has such rights; and
(g) Subject to the foregoing, such other terms, qualifications,
privileges, limitations, options, restrictions, and special or relative
rights and preferences, if any, of shares or such series as the Board of
Directors of the Corporation may, at the time so acting, lawfully fix and
determine under the laws of the State of Nevada.
The Corporation shall not declare, pay or set apart for payment any
dividend or other distribution (unless payable solely in shares of Common
Stock or other class of stock junior to the Preferred Stock as to dividends
or upon liquidation) in respect of Common Stock, or other class of stock
junior to the Preferred Stock, nor shall it redeem, purchase or otherwise
acquire for consideration shares of any of the foregoing, unless dividends,
if any, payable to holders of Preferred Stock for the current period (and
in the case of cumulative dividends, if any, payable to holders of
Preferred Stock for the current period and in the case of cumulative
dividends, if any, for all past periods) have been paid, are being paid or
have been set aside for payment, in accordance with the terms of the
Preferred Stock, as fixed by the Board of Directors.
In the even of the liquidation of the Corporation, holders of
Preferred Stock shall be entitled to receive, before any payment or
distribution on the Common Stock or any other class of stock junior to the
Preferred Stock upon liquidation, a distribution per share in the amount of
the liquidation preference, if any, fixed or determined in accordance with
the terms of such Preferred Stock plus, if so provided in such terms, an
amount per share equal to accumulated and unpaid dividends in respect of
such Preferred Stock (whether or not earned or declared) to the date of
such distribution. Neither the sale, lease or exchange of all or
substantially all of the property and assets of the Corporation, nor any
consolidation or merger of the Corporation, shall be deemed to be a
liquidation for the purposes of this Article."
Article 8 of the Articles of Incorporation of Worldbid Corporation is hereby
repealed in its entirety and amended by substitution to read as follows:
"Election of Directors. At all election of directors of the Corporation,
each stockholder possessing voting power is entitled to cast one vote per
share held for each director being elected. There shall be no cumulative
voting."
The number of shares of the corporation outstanding and entitled to vote on an
amendment of the Articles of Incorporation is 14,550,000; and the said changes
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/ Andrea Smith
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Andrea Smith, Vice President,
/s/ Barry Alexander
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Barry Alexander, Corporate Secretary
ACKNOWLEDGEMENT
Province of British Columbia
City of Victoria
On November 20, 2000, personally appeared before me, a Notary Public, Andrea
Smith, Vice President, and Barry Alexander, Corporate Secretary, who
acknowledged that they executed the above instrument.
NOTARY SEAL
Robbie Sheffman ------------------------------
Barristar, Solicitor & Notary Public ------------------------------
JONES EMERY HARGREAVES SWAN (print name)
1212 - 1175 Douglas Street
Victoria, B.C. V6W 2E1
382-7222
My commission expires on:
N/A
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