CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
DYNAMIC ASSOCIATES, INC.
We, the undersigned President and Secretary of Dynamic Associates, Inc. do
hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
held on the ____ day of _________, 199__, adopted a resolution to amend the
original articles as follows:
Article _____ is hereby amended to read as follows:
(a) That this corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a Director,
Officer, employee or agent of this corporation, or is or was serving
at the request of this corporation as a Director, Officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees), judgements,
fines, and amounts paid in settlement actually and reasonably incurred by
a director in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of this corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe this
conduct was unlawful. The termination of any action, suit, or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of this
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful;
(b) That this corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of this corporation to
procure a judgement in its favor by reason of the fact that that person is
or was a Director, Officer, employee, or agent of this corporation, or is
or was serving at the request of this corporation as a Director, Officer,
employee, or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of this corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his or her duty to this corporation
unless and
only to the extent that the court in which such action or suit was
rought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper;
(c) To the extent that a Director, Officer, employee, or agent of
this corporation has been successful on the merits or otherwise in defense
of any action, suit, or proceeding referred to in paragraphs (a) and (b)
above, or in defense of any claim, issue, or matter therein, he or she
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection therewith;
(d) Any indemnification under paragraphs (a) and (b) above (unless
ordered by a court) shall be made by this corporation only as authorized
in the specific case upon a determination that indemnification of the
Director, Officer, employee, or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
paragraphs (a) and (b) above. Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors
who where not parties to such action, suit, or proceeding, or (2) if such
a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders;
(e) Expenses incurred in defending a civil or criminal action, suit,
or proceeding may be paid by this corporation in advance of the final
disposition of such action, suit, or proceeding as authorized by the
board of directors in the manner provided above under receipt of an
undertaking by or on behalf of the director, officer, employee, or agent
to repay such amount unless it shall ultimately be determined that he or
she is entitled to be indemnified by this corporation as authorized by
this resolution;
(f) The indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise,
both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of
such a person.
The number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation is ________________; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
____________________________________
President
____________________________________
Secretary
State of __________ )
)ss.
County of ________ )
On ____________________, personally appeared before me, a Notary Public,
________________________, who acknowledged that they executed the above
instrument.
____________________________________
My Commission Expires: Notary Public
_____________________