ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
RONDEN VENDING CORP.
RONDEN VENDING CORP., a Florida corporation (the "Corporation"), hereby
certifies as follows:
1. The Articles of Incorporation of the Corporation are hereby amended
and deleting the present form of each of Articles I and IV in their entirety and
by substantiating, in lieu thereof, the following:
Article I
Corporate Name
The name of the Corporation is VHS Network, Inc.
and
Article IV
Shares
The aggregate number of shares of capital stock authorized to be issued
by this Corporation shall be 100,000,000 shares of common stock, each with a par
value of $.001 (the "Common Stock"), and 25,000,000 shares of preferred stock,
each with a par value of $.001 (the "Preferred Stock"). Each share of issued and
outstanding Common Stock shall entitle the holder thereof to one cote on each
matter with respect to which shareholders have the right to vote, to fully
participate in all shareholder meetings, and to share ratably in the net assets
of the corporation upon liquidation or dissolution, but each share shall be
subject to the rights and preferences of the Preferred Stock as hereinafter set
forth.
The Preferred Stock may be issued from time to time in one or more
series in any manner permitted by law, as determined from time to time by the
Board of Directors and stated in any resolution providing for the issuance of
such shares adopted by the Board of Directors pursuant to authority hereby
vested in it, each series to be appropriately designated, prior to issuance of
any shares thereof, by some distinguishing letter, number or title. All shares
of each series of Preferred Stock shall be alike in every particular and equal
rank, have the same powers, preferences and rights and be subject to the same
qualifications, limitations and restrictions, without distinction between the
shares of different series thereof, except in regard to the following
particulars, which may differ as to different series:
(a) the annual rate of dividends payable and the dates from
which such dividends shall commence to accrue, if at all;
(b) the amount payable upon a share redemption and the manner
in which shares of a particular series may be redeemed;
(c) the amount payable upon any voluntary or involuntary
liquidation, dissolution or winding up of the corporation;
(d) the provisions of any sinking fund established with
respect to the shares of a series;
(e) the terms and rates of conversion or exchange, if shares
of a series are convertible or exchangeable; and
(f) the provisions as to voting rights, if any; provided that
the shares of any series of Preferred Stock having voting power shall
not have more than one vote per share.
Before any shares of a particular series of Preferred Stock are issued,
the designations of such series and its terms in respect of the foregoing
particulars shall be fixed and determined by th Board of Directors in any manner
permitted by law and stated in a resolution providing for the issuance of such
shares adopted by the Board of Directors pursuant to the authority hereby vested
in it. Such designations and terms shall be set forth in full or summarized on
the certificates for such series. The Board of Directors may increase the number
of such shares by providing that any unissued shares of Preferred Stock shall
constitute part of such series, or may decrease (but not below the number of
shares thereof then outstanding) the number of shares of any series of Preferred
Stock already created by providing that any unissued shares previously assigned
to such series shall no longer constitute part thereof. The Board of Directors
is hereby empowered to classify or reclassify any unissued shares of Preferred
Stock by fixing or altering the terms thereof in respect of the above-
referenced particulars and by assigning the same to an existing or newly
established series from time to time before the issuance of such shares.
The holders of shares of each series shall be entitled to receive, out
of any funds legally available therefor, when and as declared by the Board of
Directors, cash dividends at such rate per annum shall be fixed by resolution of
the Board of Directors for such series, payable periodically on the dates fixed
by the Board of Directors for the series. Such dividends may be cumulative or
non- cumulative, deemed to accrue from day to day regardless of whether or not
earned or declared, and may commence to accrue on each share of Preferred Stock
from such date or dates, all as may be determined and stated by the Board of
Directors prior to the issuance thereof. The corporation shall make dividend
payments ratably upon all outstanding shares of Preferred Stock in proportion to
the amount fo dividends accrued thereon to the date of such dividend payment, if
any.
As long as any shares of Preferred Stock shall remain outstanding, no
dividend (other than a dividend payable in shares ranking junior to such
Preferred Stock with respect to the payment of dividends or liquidating assets)
shall be declared or paid upon, nor shall any distribution be made or ordered in
respect of, shares of the Common Stock or any other class of shares ranking
junior to the shares of Preferred Stock as to the payment of dividends or
liquidating assets, nor shall any monies (other than the net proceeds received
from the sale of shares ranking junior to the shares of Preferred Stock as to
the payment of dividends or liquidating assets) be set aside for or applied to
the purchase or redemption (through a sinking fund or otherwise) of shares of
the Common Stock or of any other class of shares ranking junior to the shares of
such Preferred Stock as to dividends or assets unless:
(a) all dividends on th shares of Preferred Stock of all
series for past dividend periods shall have been paid and the full
dividend on all outstanding shares of Preferred Stock of all series for
the then current dividend period shall have been paid or declared and
set apart for payment; and
(b) the corporation shall have set aside all amounts, if any,
required to be set aside as and for sinking funds, if any, for the
shares of Preferred Stock of all series for the current year, and all
defaults, in any, in complying with any such sinking fund requirements
in respect of previous years shall have been cured.
The corporation, at the option of the Board of Directors, may at any
time redeem the whole, or from time to time any part, of any series of Preferred
Stock, subject to such limitations as may be adopted by the Board authorizing
the issuance of such shares, by paying therefor in cash the amount which shall
have been determined by the Board of Directors, in the resolution authorizing
such series, to be payable upon the redemption of such shares of any one or more
series, in the discretion of the Board of Directors; but if the redemption shall
be effected only with respect to a part of a series, the shares to be redeemed
may be selected by lot, or all of the shares of such series may be redeemed pro
rata, in such manner as may be prescribed by resolution of the Board of
Directors.
Subject to the foregoing provisions and to any qualifications,
limitations, or restrictions applicable to any particular series of Preferred
Stock which may be stated in the resolution providing for the issuance of such
series, the Board of Directors shall have authority to prescribe from time to
time the manner in which any series of Preferred Stock shall be redeemed.
Upon any liquidation, dissolution or winding up of the corporation,
whether voluntary or involuntary, the shares of Preferred Stock of each series
shall be entitled, before any distribution shall be made with respect to shares
of Common Stock or to any other class of shares junior to the shares of
Preferred Stock as to the payment of dividends or liquidating assets, to be paid
the full preferential amount fixed by the Board of Directors for such series as
herein authorized; but the shares of Preferred Stock shall not be entitled to
any further payment and any remaining net assets shall be distributed ratably to
all outstanding shares of Common Stock. If upon such liquidation or dissolution
of the corporation, whether voluntary or involuntary, the net assets of th
corporation shall be insufficient to permit the payment to all outstanding
shares of Preferred Stock of all series of the full preferential amounts to
which they are respectively entitled, the entire net assets of the corporation
shall be distributed ratably to all outstanding shares of Preferred Stock in
proportion to the full preferential amount to which each such share is entitled.
Neither a consolidation nor a merger of the corporation with or into any other
entity nor the sale of all or substantially all of the assets of the corporation
shall be deemed to be a liquidation or dissolution within the meaning of this
paragraph.
2. The foregoing amendment shall become effective as of the close of
business on the date these Articles of Amendment are approved by the Florida
Department of State and all filing fees then due have been paid, all in
accordance with the corporation laws of the State of Florida.
3. The amendments recited in Section 1 above has been duly adopted in
accordance with the provisions of ss.607.1003, Florida Statutes, the Board of
Directors of the Corporation having adopted a resolution setting forth such
amendment, declaring its advisability and directing that such amendment be
considered by the Shareholders of the Corporation; a majority in interests of
the Corporation's single class of voting stock having voted in favor thereof by
written action dated January 6, 1997; and the number of votes cast for amendment
by the shareholders was sufficient for approval.
In witness whereof, the Corporation has caused the Article of
Amendments to be prepared under the signature of its Chief Executive Officer and
the attestation of its Secretary this day of January 1997.
Attest: RODEN VENDING CORP.
By: /s/Joy Harrington By: /s/G. David George
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Joy Harrington, Secretary G. David George
Chief Executive Officer