EX-3.1 3 g75693ex3-1.txt ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION EXHIBIT 3.1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF VISUAL DATA CORPORATION Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned, being the President of Visual Data Corporation, a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida ("Corporation"), bearing document number P93000035279, does hereby certify: FIRST: Article IV of the Corporation's Articles of Incorporation shall be deleted in its entirety and replaced with the following: ARTICLE IV CAPITAL STOCK The maximum number of shares that this Corporation shall be authorized to issue and have outstanding at any one time shall be (i) seventy five million (75,000,000) shares of common stock, par value $.0001 per share, and (ii) five million (5,000,000) shares of preferred stock, par value $.0001 per share. Classes and series of the Preferred Stock may be created and issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the creation and issuance of such classes of Common Stock as adopted by the Board of Directors. SECOND: The foregoing amendment was adopted by written consent by the Board of Directors on February 7, 2002, pursuant to Section 607.0821 of the Florida Business Corporation Act. An annual meeting of shareholders of the Corporation was held on April 11, 2002 at which time the foregoing amendment was submitted to the Corporation's shareholders and adopted by the holders of a majority of the outstanding voting power of the Corporation pursuant to Section 607.0701 of the Florida Business Corporation Act. Therefore, the number of votes cast for the amendment to the Corporation's Articles of Incorporation was sufficient for approval. 1 IN WITNESS WHEREOF, the undersigned, being the President of this Corporation, has executed these Articles of Amendment as of April 11, 2002. VISUAL DATA CORPORATION By: /s/ Randy S. Selman ------------------------------------- Randy S. Selman, President 2