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EXHIBIT 3.01
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
VECTOR AEROMOTIVE CORPORATION
Pursuant to a written consent signed by all of the members of the
board of directors effective on January 30, 1995, Vector Aeromotive
Corporation, a corporation organized under the laws of the State of Nevada, by
its president and secretary does hereby certify:
1. The name of the corporation is Vector Aeromotive Corporation.
2. The Corporation has received cash or other consideration in
connection with the issuance of outstanding shares.
3. That the board of directors of said corporation passed a
resolution declaring that the change and amendment in the articles of
incorporation hereinafter set forth is advisable, and directed that the change
and amendment be submitted to shareholders of the corporation at the next
annual meeting of shareholders for approval.
4. That thereafter, on the 29th day of March, 1995, upon notice
given to each shareholder of record entitled to vote on an amendment to the
articles of incorporation as provided by law, an annual meeting of the
shareholders of the corporation was held, at which meeting, the holders of
15,433,100 Common Shares, representing at least a majority of the voting
power, were present in person or represented by proxy; that the number of
shares of the corporation outstanding and entitled to vote on the adoption of
said amendment was 24,046,366; that 15,275,500 shares, constituting at least a
majority of the shares outstanding and entitled to vote thereon, voted in favor
of such change and amendment, such change and amendment being as follows:
Section 1 of Article V of the Articles of Incorporation is
amended in its entirety to read as follows:
ARTICLE FOUR
Section 1. The total number of shares which the Corporation
shall have authority to issue is Six Hundred five Million
(605,000,000) shares, of which Six Hundred
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Million (600,000,000) shall be common shares, par value $.01 per share
(hereinafter referred to as "Common Shares"), and Five Million
(5,000,000) shares shall be preferred shares, par value $.10 per share
(hereinafter referred to as "Preferred Shares").
WE, THE UNDERSIGNED, do make and file these amendments to the articles
of incorporation, hereby declaring and certifying that the facts herein are
true, and accordingly have hereunto set our hands this 29th that of March,
1995.
VECTOR AEROMOTIVE CORPORATION
By: Robert A. Braner, President
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Robert A. Braner, President
By: Richard J. Aprahamian, Secretary
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Richard J. Aprahamian, Secretary
STATE OF FLORIDA
COUNTY OF DUVAL
On this 29th day of March, 1995, before me, a Notary Public,
personally appeared Robert A. Braner, and Richard Aprahamian, who acknowledged
that they executed the above instrument.
[Seal] Ellen P. Starr
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Notary Public
My commission expires ELLEN P. STARR
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STATE OF NEVADA
SECRETARY OF STATE
I hereby certify that this is a
true and complete copy of
the document as filed in this
office
April 14, 1995
Dean Heller
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DEAN HELLER
SECRETARY OF STATE
By D. Farmer
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