DEAN HELLER
Secretary of State
204 North Carson Street Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
ABOVE SPACE IS FOR OFFICE USE ONLY
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT
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CORPORATIONS
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(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name of corporation:
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International Development Corp.
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2. The articles have been amended as follows (provide article numbers, if
available):
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1. Name. The name of the Company is Global Wataire, Inc.
2. Authorized Stock. The total number of shares of stock which the Company shall
have authority to issue is 900,000,000, consisting of 800,000,000 shares of
common stock, par value $0.001 per share (the "Common Stock"), and 100,000,000
shares of preferred stock, par value S0.001 per share (the "Preferred Stock").
3. Preferred Stock. The Preferred Stock may be issued from time to time in one
or more series. The Board of Directors is hereby authorized to create and
provide for the issuance of shares of the Preferred Stock in series and, by
filing a certificate pursuant to the applicable section of the NRS (the
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designations, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:
(Continuation Attached)
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3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 513,00,000
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4. Effective date of filing (optional): 4/14/06
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(MUST NOT BE LATER THEN 90 DAYS AFTER THE CERTIFICATE IS FILED)
5. Officer Signature (required): /s/ Betty-Ann Harland
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*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote. In addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof,
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.
This form must be accompanied Nevada Secretary of State AM 78.385
by appropriate fees. Amend 2003 Revised on 09/29/05
(Continued)
(a) The designation of the series, which may be by distinguishing
number, letter or title.
(b) The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the Preferred Stock
Designation) increase or decrease (but not below the number of shares thereof
then outstanding).
(c) Whether dividends, if any, shall be cumulative or
noncumulative and the dividend rate of the series.
(d) The dates at which dividends, if any, shall be payable.
(e) The redemption rights and price or prices, if any, for shares
of the series.
(f) The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series.
(g) The amounts payable on, and the preferences, if any, of shares
of the series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company.
(h) Whether the shares of the series shall be convertible into
shares of any other class or series, or any other security, of the Company or
any other corporation, and, if so, the specification of such other class or
series of such other security, the conversion price or prices or rate or rates,
any adjustments thereof, the date or dates at which such shares shall be
convertible and all other terms and conditions upon which such conversion may be
made.
(i) Restrictions on the issuance of shares of the same series or
of any other class or series.
(j) The voting rights, if any, of the holders of shares of the
series.
(k) Such other powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof as the Board of Directors shall determine.
2. Common Stock. The Common Stock shall be subject to the express terms
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of the Preferred Stock and any series thereof. Each share of the Common Stock
shall be equal to each other share of the Common Stock. The holders of shares of
the Common Stock shall be entitled to one vote for each such share upon all
questions presented to the stockholders. The Common Stock may be issued from
time to time in one or more series. The Board of Directors is hereby authorized
to create and provide for the issuance of shares of the Common Stock in series
and, by filing a certificate pursuant to the applicable section of the NRS (the
"Common Stock Designation"), to establish from time to time the number of shares
to be included in each such series, and to fix the designations, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:
(a) The designation of the series, which may be by distinguishing
number, letter or title.
(b) The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the Common Stock
Designation) increase or decrease (but not below the number of shares thereof
then outstanding).
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Amendment to Articles of Incorporation re change of name and class of common
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(c) Restrictions on the issuance of shares of the same series or
of any other class or series.
(d) Such other powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof as the Board of Directors shall determine.
3. Voting Rights. Except as may be provided in these Articles of
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Incorporation or in a Preferred Stock Designation, or as may be required by
applicable law, the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes, and holders of shares of the
Preferred Stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote. At each election for
directors, every stockholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the number of shares owned by him for as
many persons as there are directors to be elected and for whose election he has
a right to vote. It is expressly prohibited for any stockholder to cumulate his
votes in any election of directors.
4. Denial of Preemptive Rights. No stockholder of the Company shall,
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by reason of his holding shares of any class, have any preemptive or
preferential right to purchase or subscribe to any shares of any class of the
Company, now or hereafter to be authorized, or any notes, debentures, bonds, or
other securities convertible into or carrying options or warrants to purchase
shares of any class, now or hereafter to be authorized, whether or not the
issuance of any such shares, or such notes, debentures, bonds or other
securities would adversely affect dividend or voting rights of such stockholder,
other than such rights, if any, as the Board of Directors in its discretion may
fix; and the Board of Directors may issue shares of any class of the Company, or
any notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase shares of any class, without offering any such
shares of any class, either in whole or in part, to the existing stockholders of
any class.
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Amendment to Articles of Incorporation re change of name and class of common
stock v2.doc