Exhibit 3.4
Filing fee: $50.00
By: Royal Equity Exchange
63 South First St.
Minneapolis MN 55401
FILED
In the office of the
Secretary of State of the
STATE OF NEVADA
Dec 4, 1987
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCOPORATION
OF ROYAL EQUITY EXCHANGE, INC.
Pursuant to the applicable provisions of Nevada Corporate Laws, the
undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation by stating the following:
FIRST: The present name of the corporation is Royal Equity Exchange, Inc.
SECOND: The following amendments to its Articles of Incorporation were
adopted by the shareholders of the corporation on October 15, 1987, in the manor
prescribed by Nevada Law.
Article III - PURPOSES - shall be amended to read as follows:
"The purpose or purposes for which this corporation is engaged are
general business purposes or any other lawful activity."
Article IV - STOCK - shall be amended to read as follows:
"The total number of shares of common stock which the corporation
shall have the authority to issue is 500,000,000 with a par value of
$.001 per share. All of the common stock shall have the same rights
and preferences. In addition, the corporation shall have the right to
issue 100,000,000 shares of preferred stock with a par value of $.001
per share. The preferred stock shall have such rights as the Board of
Directors may from time to time determine. Cumulative voting shall not
be permitted. Fully-paid stock of this corporation shall not be liable
to any further call or assessment."
Article XII - IDENTIFICATION - shall read as follows:
"Neither the Corporation nor any stockholder shall have any claim
against any officer(s) of the Corporation and/or any Director(s) of
the Board of Directors based upon or arising out of any act or
omission of the Officer(s) or Directors(s) in the exercise of his, her
or their judgment relative to the Corporation provided that such
Officer(s) and/or Director(s) was acting in good faith and was not
negligent or guilty of misconduct. The Corporation shall indemnity any
Officer(s) and/or Director(s) against any claim or liability incurred
by, or imposed upon any Officer(s) and/or Director(s) in the good
faith exercise of its judgment relative to the Corporation, provided
that such claim or liability was not the result of negligence or
misconduct on the part of the Officer(s) or Director(s)."
Article XIII - AMENDMENT OF BY-LAWS - shall read as follows:
"The corporate by-laws may be altered, amended or repealed and new
by-laws may be adopted by either:
(1) a majority of all the shares issued and outstanding, at any annual
stockholders' meeting or at any special stockholders' meeting or at
any special stockholders' meeting when proposed amendment has been set
out in the notice of such meeting; or
(2) by a majority of the Directors at any Board of Directors' meeting
when the proposed amendment has been set out in the notice of such
meeting.
THIRD: the number of shares of the corporation outstanding and entitled to
vote on amendments to the Articles of Incorporation is 10,630,600; that the
said amendments 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.
DATED this 24th day of November, 1987
ROYAL EQUITY EXCHANGE, INC.
/s/ William R. Bergstedt
------------------------
President
State of Minnesota )
)ss.
County of Nennepin )
Before me the undersigned Notary Public in and for the said County and
State, personally appeared the President and Secretary of Royal Equity Exchange,
Inc., a Nevada corporation, and signed the foregoing Articles of Amendment as
their own free and voluntary act and deed pursuant to a corporate resolution for
the uses and purposes set forth. IN WITNESS WHEREOF, I have hereunto set my hand
and seal this 24th day of November, 1987.
My Commission Expires: /s/ Tamilee Jones
----------------
Notary public residing at
June 23, 1993 Minneapolis, Minnesota
Seal of Notary (SEAL)
VERIFICATION
State of Minnesota )
)ss.
County of Nennepin )
The undersigned being first duly sworn, deposes and states: that he is the
Secretary of Royal Equity Exchange, Inc., that he has read the Articles of
Amendment and knows the contents thereof and that the same contains a truthful
statement of the amendment duly adopted by the Stockholders of the Corporation.
/s/
---------------
Secretary