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EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
TSX CORPORATION
The undersigned hereby certify that:
I. they are the President and Secretary, respectively, of TSX Corporation,
a Nevada corporation (the "Corporation");
II. at a duly held annual meeting of the stockholders of the Corporation,
held at Denver, Colorado on September 26, 1996, the stockholders of the
Corporation adopted and approved the following amendment to the Articles of
Incorporation of the Corporation:
IT IS HEREBY RESOLVED, that Article Four of the Articles of
Incorporation of the Corporation shall be amended to read in
full as follows:
FOURTH: That the total number of shares of stock that the
Corporation shall have authority to issue is 50,000,000 shares
of Common Stock, $.01 par value (the "Common Stock"), and
10,000,000 shares of Preferred Stock, $.01 par value (the
"Preferred Stock").
1. The Board of Directors of the Corporation may at any
time or from time to time, without any vote of the holders of
the Corporation's capital stock, issue all or any part of the
unissued capital stock of the Corporation authorized under
these Articles of Incorporation and may determine, subject to
any requirements of law, the consideration for which stock is
to be issued and the manner of allocating such consideration
between capital and surplus. The designations and the powers,
preferences and rights, and the qualifications, limitations or
restrictions of each class and series of the Corporation's
capital stock such as, but not limited to:
(i) the name and number of the series and the number of
shares of each such series;
(ii) the dividend rights or preferences of each such
series, including rights to participate in dividends and rights to
cumulative dividends, in all cases subject to such limitations,
restrictions or conditions on the payment of such dividends as the Board
of Directors may determine;
(iii) the rights and preferences of each such series in
relation to any other class or series of capital stock in case of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;
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(iv) whether the shares of each such series shall be
redeemable at the option of the Corporation, or whether the Corporation
shall be obligated to redeem such shares and the terms thereof;
(v) the conversion or exchange rights of the shares of
each such series, if any, and the terms and conditions thereof, including
appropriate anti-dilution provisions; and
(vi) the voting rights, if any, of the shares of each such
series in addition to those provided by applicable law shall be
determined by the Board of Directors of the Corporation.
2. No holder of stock of any class of the Corporation shall
as such holder have any preemptive or preferential right of subscription
to any stock of any class of the Corporation or to any obligations
convertible into stock of the Corporation, issued or sold, or to any
right of subscription to, or to any warrant or option for the purchase of
any stock of the Corporation other than such (if any) as the Board of
Directors of the Corporation, in its discretion, may determine from time
to time.
3. The Corporation may from time to time issue and dispose
of any of the authorized and unissued shares of stock of any class of the
Corporation for such consideration, not less than its par value, as may
be fixed from time to time by the Board of Directors, without action by
the stockholders. The Board of Directors may provide for payment
therefor to be received by the Corporation in cash, notes, property,
services or any other form permitted under Nevada law. Any and all such
shares the issuance of which has been so authorized, and for which
consideration so fixed by the Board of Directors has been paid or
delivered, shall be deemed fully paid stock and shall not be liable to
any further call or assessment thereon.
III. the number of shares of common stock entitled to vote on the
above-referenced amendment (the "Amendment") was 15,421,544 shares, and that a
vote of at least a majority of the voting power of such shares (or at least
7,710,773 shares) was required to approve the Amendment;
IV. The stockholder vote on the Amendment was as follows:
In Favor: 11,269,538
Against: 4,001,383
Abstain: 18,370;
consequently, the stockholder vote required to approve the Amendment was
satisfied.
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IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment as of the 22 day of November, 1996.
By: /s/ WILLIAM H. LAMBERT
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William H. Lambert, President
By: /s/ VICTOR D. GHERSON
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Victor D. Gherson, Secretary
STATE OF TEXAS )
)
COUNTY OF EL PASO )
This instrument was acknowledged before me on November 22, 1996.
by William H. Lambert as President of TSX Corporation.
/s/ GABRIELLE L. ROBINSON
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NOTARY PUBLIC
STATE OF TEXAS )
)
COUNTY OF EL PASO )
This instrument was acknowledged before me on November 22, 1996
by Victor D. Gherson as Secretary of TSX Corporation.
/s/ GABRIELLE L. ROBINSON
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NOTARY PUBLIC
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