Exhibit 3.5
CERTIFICATE OF
AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
IVOICE.COM, INC.
UNDER SECTION 242 OF THE GENERAL CORPORATION LAW OF DELAWARE
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The undersigned, being President and Chief Executive Officer of
iVoice.com, Inc., a Delaware corporation (the "Corporation"), hereby
certifies that:
(a) The name of the Corporation is iVoice.com, Inc.
(b) The date the Certificate of Incorporation was filed by the
Department of State was October 20, 1989.
(c) The amendment of the Corporation's Certificate of Incorporation
effected by this Certificate of Amendment is as follows:
1. The Certificate of Incorporation of the Corporation is hereby amended
pursuant to the authorization of the Board of Directors of the
Corporation, so as to change the name of the Corporation and to accomplish
said amendment, paragraph "FIRST" of the Certificate of Incorporation is
hereby deleted in its entirety and the following is substituted in lieu
thereof:
"FIRST: The name of this corporation shall be: iVoice, Inc.
The foregoing amendment of the Corporation's Certificate of Incorporation
was adopted by the Board of Directors of the Corporation (the "Board")
through unanimous written consent in lieu of meeting on June 6, 2001 and
approved and ratified by the Corporation's shareholders through the
written consent in lieu of meeting of more than fifty percent of the total
voting shares of the Company on July 18, 2001.
2. The Certificate of Incorporation of the Corporation is hereby amended
pursuant to the authorization of the Board of Directors of the
Corporation, so as to increase the number of authorized Class A and
Class B Common Stock Shares and to revise the par value of the Class A
Common Stock Shares, and so as to authorize the issuance of preferred
stock, to accomplish said amendment, Section 1 of Article IV of the
Certificate of Incorporation is deleted and replaced in its entirety as
set forth below and Section 5 of Article IV of the Certificate of
Incorporation is hereby added as set forth below. The revised and new
sections of Article IV read as follows:
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Article IV
Section 1. The capital stock of this Corporation shall consist of
common stock and preferred stock. The common stock shall be divided
into two classes as follows: six hundred million (600,000,000)
shares of Class A General Corporation Law of Delaware and three
million (3,000,000) shares of Class B General Corporation Law of
Delaware. The par value of the Class A Common Stock shall be $.001
per share and the par value of the Class B Common Stock shall be
$.01. With respect to all matters upon which shareholders are
entitled to vote or to which shareholders are entitled to give
consent, the holders of the outstanding shares of Class A Common
Stock and Class B Common Stock shall vote together without regard to
class, except as to those matters on which separate class voting is
required by applicable law. Every holder of outstanding shares of
Class A Common Stock shall be entitled on each matter to cast one
(1) vote in person or by proxy for each share of the Class A Common
Stock standing in his, her or its name, and every holder of the
outstanding shares of the Class B Common Stock shall be entitled on
each matter to cast one hundred (100) votes in person or by proxy
for each share of the Class B Common Stock standing in his, her or
its name. There shall be no cumulative voting by shareholders. No
dividends shall be declared or paid on the Class B General
Corporation Law of Delaware. No funds shall be paid on the Class B
General Corporation Law of Delaware upon liquidation. The Preferred
Stock shall consist of one million (1,000,000) shares of Preferred
Stock with a stated par value of $1.00 per share.
Article IV
Section 5. Preferred Stock.
(A) Issuance, Designations, Powers, Etc.
The Board of Directors expressly is authorized, subject to
limitations prescribed by the General Corporation Law of Delaware
and the provisions of this Certificate of Incorporation, to provide,
by resolution and by filing an amendment to the Certificate of
Incorporation pursuant to the General Corporation Law of Delaware,
for the issuance from time to time of the shares of Preferred Stock
in one or more series, to establish from time to time the number of
shares to be included in each series, and to fix the designation,
powers, preferences and other rights of the shares of each such
series and to fix the qualifications, limitations and restrictions
thereon, including, but without limiting the generality of the
foregoing, the following:
(a) the number of shares constituting that series and the
distinctive designation of that series;
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(b) the dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payment of
dividends on shares of that series;
(c) whether that series shall have voting rights, in addition to
voting rights provided by law, and, if so, the terms of such
voting rights;
(d) whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including
provisions for adjustment of the conversion rate in such events
as the Board of Directors shall determine;
(e) whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption,
including the dates upon or after which they shall be redeemable,
and the amount per share payable in case of redemption, which
amount may vary under different conditions and at different
redemption dates;
(f) whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the
terms and amount of such sinking fund;
(g) the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, and the relative rights of priority, if any,
of payment of shares of that series; and
(h) any other relative powers, preferences and rights of that
series, and qualifications, limitations or restrictions on that
series.
(B) Dissolution, Liquidation, Winding Up.
In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of
Preferred Stock of each series shall be entitled to receive only
such amount or amounts as shall have been fixed by the
certificate of designations or by the resolution or resolutions
of the Board of Directors providing for the issuance of such
series.
The foregoing amendment of the Corporation's Certificate of Incorporation was
adopted by the Board of Directors of the Corporation (the "Board") through
unanimous written consent in lieu of meeting on June 6, 2001 and approved and
ratified by the Corporation's shareholders through the written consent in
lieu of meeting of more than fifty percent of the total voting shares of the
Company on July 18, 2001.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of
the Certificate of Incorporation to be executed by a duly authorized officer on
August 17, 2001.
iVoice.com, Inc.
By: /s/ Jerome Mahoney
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Jerome Mahoney
President and Chief Executive Officer
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