EXHIBIT 3.1
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF CORDIA CORPORATION
Pursuant to the provisions of Section 78.385 of the Nevada Revised
Statutes, Cordia Corporation, a Nevada corporation (the "Corporation") hereby
certifies that:
1. The name of the corporation is Cordia Corporation
2. The following amendments to the Articles of Incorporation of the
Corporation were adopted and approved by at least a majority of the voting power
of the Corporation at its Annual Meeting of the Shareholders held on May 28,
2002 (the "Annual Meeting"). At the Annual Meeting, 29,923,363 shares of the
Corporation's common stock, par value $.001 (the "Common Stock"), were voted in
favor of the amendment to Article IV, 15,326 shares of Common Stock were voted
against the amendment to Article IV and 650 shares of Common Stock abstained
from voting on the amendment to Article IV. The shares of capital stock of the
Corporation outstanding and entitled to vote at the Annual Meeting consisted of
27,454,009 shares of Common Stock.
3. Article IV of the Articles of Incorporation of the Corporation is hereby
amended to read in its entirety as follows:
ARTICLE IV
AUTHORIZED SHARES
The Corporation is authorized to issue a total of 105,000,000 shares, consisting
of 5,000,000 shares of preferred stock having a par value of $0.001 per share
(hereinafter referred to as "Preferred Stock") and 100,000,000 shares of common
stock having a par value of $0.001 per shares (hereinafter referred to as
"Common Stock"). Shares of any class of stock may be issued, without stockholder
action, from time to time in one or more series as may from time to time be
determined by the board of directors. The board of directors of this Corporation
is hereby expressly granted authority, without stockholder action, and within
the limits set forth in the Nevada Revised Statutes, to:
(a) designate in whole or in part, the powers, preferences, limitations,
and relative rights, of any class of shares before the issuance of any shares of
that class;
(b) create one or more series within a class of shares, fix the number of
shares of each such series, and designate, in whole or part, the powers,
preferences, limitations, and relative rights of the series, all before the
issuance of any shares of that series;
(c) alter or revoke the powers, preferences, limitations, and relative
rights granted to or imposed upon any wholly unissued class of shares or any
wholly unissued series of any class of shares; or
(d) increase or decrease the number of shares constituting any series, the
number of shares of which was originally fixed by the board of directors, either
before or after the issuance of shares of the series; provided that, the number
may not be decreased below the number of shares of the series then outstanding,
or increased above the total number of authorized shares of the applicable class
of shares available for designation as a part of the series.
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The allocation between the classes, or among the series of each class, of
unlimited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be designated by the board of directors. All
rights accruing to the outstanding shares of the Corporation not expressly
provided for to the contrary herein or in the Corporation's bylaws or in an
amendment hereto or thereto shall be vested in the Common Stock. Accordingly,
unless and until otherwise designated by the board of directors of the
Corporation, and subject to any superior right as so designated, the Common
Stock shall have unlimited voting right and be entitled to receive the net
assets of the Corporation upon dissolution.
The authority to issue the Preferred Stock shall be vested in the board
of directors. Furthermore, the board of directors is vested with the authority
to fix and determine the powers, qualifications, limitations, restrictions,
designations, rights, preferences, or other variations of each class or series
within each class, which the Corporation is authorized to issue. The
above-described authority of the board of directors to fix and determine may be
exercised by corporate resolution from time to time as the board of directors
sees fit.
On the date that this Certificate of Amendment is filed with the Secretary of
State of the State of Nevada (the "Effective Date"), every five (5) shares of
Common Stock of the Corporation issued and outstanding at the close of business
on the Effective Date (the "Old Shares") will automatically be converted into
one share of common stock, par value $.001 per share (the "New Shares") of the
Corporation. No fractional shares will be issued and, in lieu thereof, each
holder of Common Stock whose aggregate shares of Old Shares held in one name or
account immediately prior to the Effective Date are fewer than five (5) shares
or not evenly divisible by five (5) shall receive one full share of New Shares
in exchange for such fractional share.
Except as amended by this Certificate of Amendment, the Articles of
Incorporation of the Corporation shall remain in full force and effect.
[Signature page to follow.]
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IN WITNESS WHEREOF, the undersigned President and Secretary of Cordia
Corporation have executed this Certificate of Amendment on June 6, 2002 at
Ridgefield, Connecticut.
CORDIA CORPORATION
By: /s/ Craig Gironda
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Craig Gironda, President
By: /s/ Wesly Minella
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Wesly Minella, Secretary
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