EX-3.1.6 7 ex3_16.txt EXHIBIT 3.1.6 EXHIBIT 3.1.6 CERTIFICATION OF AMENDMENT OF ARTICLES OF INCORPORATION OF ELECTRONIC CLEARING HOUSE, INC. ELECTRONIC CLEARING HOUSE, INC., a corporation organized under the laws of the State of Nevada, by its President and Corporate Secretary does hereby certify: 1. That the board of directors of said corporation at a meeting duly convened and held on the 20th day of October, 1997, passed a resolution declaring that the following change and amendment in the Articles of Incorporation is advisable: RESOLVED, that Article "Fifth" of the Company articles of Incorporation be amended to read as follows: "FIFTH: The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the by-laws of this corporation, provided that the number of directors shall not be reduced to less than three (3), except that in cases where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three (3), but not less than the number of stockholders. The name and post office address of the first board of directors, which shall be three (3) in number, is as follows: Name Post Office Address ---- ------------------- Daniel Lezak 987 Tahoe Boulevard, #333 Incline Village, NV 89450 Theodore Sall 94 Woodcrest Drive Woodcliff Lake, NJ 07675 M. Daniel Tatkon 11702 Green Bay Drive Houston, TX 77024 The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law and Nevada law. IN WITNESS WHEREOF, the said ELECTRONIC CLEARING HOUSE, INC., has caused this certificate to be signed by its President and its Corporate Secretary and its corporate seal to be hereto affixed this 4th day of March, 1998. ELECTRONIC CLEARING HOUSE, INC. Larry J. Thomas, President Donna L. Camras, Corporate Secretary