<PAGE>

Exhibit 3.3
-----------


                              Mail to: Secretary of State        For
                                Corporations Section             office
                              1560 Broadway, Suite 200           use only
                                 Denver, CO 80202
                                  (303) 894-2251
MUST BE TYPED                   Fax (303) 894-2242             _________________
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
            ---

                              ARTICLES OF AMENDMENT
Please include a typed               TO THE
self-addressed envelope     ARTICLES OF INCORPORATION


Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

FIRST: The name of the corporation is ACT TELECONFERENCING, INC.

SECOND: The following amendment to the Articles of Incorporation was adopted on
November 18, 1999, as prescribed by the Colorado Business Corporation Act, in
the manner marked with an X below:

_______        No shares have been issued or Directors Elected - Action by
               Incorporators

_______        No shares have been issued but Directors Elected - Action by
               Directors

   x           Such amendment was adopted by the board of directors where shares
-------
               have been issued and shareholder action was not required.

_______        Such amendment was adopted by a vote of the shareholders. The
               number of shares voted for the amendment was sufficient for
               approval.

THIRD:  If changing corporate name, the new name of the corporation is _________
________________________________________________________________________________

FOURTH:  The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows:

If these amendments are to have a delayed effective date, please list that
date:
           (Not to exceed ninety (90) days from the date of filing)


                                      _____________________________________


                                      Signature /s/ Gerald D. Van Eeckhout
                                                --------------------------
                                      Title   Gerald D. Van Eeckhout, Chairman
                                              --------------------------------
<PAGE>

                             ARTICLES OF AMENDMENT
                                      TO
                       THE ARTICLES OF INCORPORATION OF
                          ACT TELECONFERENCING, INC.


                                  ARTICLE XII

            SETTING FORTH THE DESIGNATIONS, PREFERENCES AND RIGHTS
               OF SERIES B JUNIOR PARTICIPATING PREFERRED SHARES

     I, Gerald D. Van Eeckhout, the Chairman of ACT Teleconferencing, Inc., a
corporation organized and existing under the Business Corporation Act of the
State of Colorado, in accordance with the provisions of Section 7-106-102
thereof, DO HEREBY CERTIFY:

     That, pursuant to the authority conferred upon the Board of Directors by
the Restated Articles of Incorporation of the corporation, as amended, the Board
of Directors on November 18, 1999, duly adopted the following resolution
creating a series of 100,000 Preferred Shares, no par value, designated as
Series B Junior Participating Preferred Shares:

     RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of this corporation in accordance with the provisions of its
Restated Articles of Incorporation, as amended, a series of Preferred Stock of
this corporation be, and it hereby is, created, and that the designation and
amount thereof and the relative rights and preferences of the shares of such
series, are as follows:

     1.   Designation and Amount.  The shares of such series shall be
          ----------------------
designated as "Series B Junior Participating Preferred Shares" (the "Series B
Preferred Shares"), and the number of shares constituting such series shall be
One Hundred Thousand (100,000).  The number of shares constituting such series
may, unless prohibited by the Articles of Incorporation or by applicable law of
the State of Colorado, be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of Series B
           --------
Preferred Shares to a number less than the number of shares then issued and
outstanding plus the number of shares issuable upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the corporation convertible into Series B Preferred Shares.

     2.   Dividends and Distributions.

          (i)       The holders of Series B Preferred Shares, in preference to
                    the holders of Common Shares and of any other junior stock,
                    shall be entitled to receive, when, as and if declared by
                    the Board of Directors out of funds legally available for
                    the purpose, quarterly dividends payable in cash on the last
                    day of March, June,
<PAGE>

                    September and December in each year (each such date being
                    referred to herein as a "Quarterly Dividend Payment Date"),
                    commencing on the first Quarterly Dividend Payment Date
                    after the first issuance of a Series B Preferred Share, or
                    fraction thereof, in an amount per share (rounded to the
                    nearest cent) equal to the greater of (a) $1.00 or (b)
                    subject to the provision for adjustment hereinafter set
                    forth, one hundred (100) times the aggregate per share
                    amount of all cash dividends, and one hundred (100) times
                    the aggregate per share amount (payable in kind) of all non-
                    cash dividends or other distributions, other than a dividend
                    payable in Common Shares or a subdivision of the outstanding
                    Common Shares (by reclassification or otherwise), declared
                    on the Common Shares since the immediately preceding
                    Quarterly Dividend Payment Date or, with respect to the
                    first Quarterly Dividend Payment Date, since the first
                    issuance of any Series B Preferred Share, or fraction
                    thereof. In the event the corporation shall at any time
                    after December 10, 1999 declare or pay any dividend on
                    Common Shares payable in Common Shares, or effect a
                    subdivision or combination or consolidation of the
                    outstanding Common Shares (by reclassification or otherwise)
                    into a greater or lesser number of Common Shares, then in
                    each such case the amount to which holders of Series B
                    Preferred Shares were entitled immediately prior to such
                    event under clause (b) of the preceding sentence shall be
                    adjusted by multiplying such amount by a fraction, the
                    numerator of which is the number of Common Shares
                    outstanding immediately after such event and the denominator
                    of which is the number of Common Shares that were
                    outstanding immediately prior to such event.

          (ii)      The corporation shall declare a dividend or distribution on
                    the Series B Preferred Shares as provided in subparagraph
                    (i) of this paragraph 2 simultaneously with its declaration
                    of a dividend or distribution on the Common Shares (other
                    than a dividend payable in Common Shares or a subdivision of
                    the outstanding Common Shares); provided that, in the event
                    no dividend or distribution shall have been declared on the
                    Common Shares during the period between any Quarterly
                    Dividend Payment Date and the next subsequent Quarterly
                    Dividend Payment Date, a dividend of $1.00 per share on the
                    Series B Preferred Shares shall nevertheless be payable, out
                    of funds legally available for such purpose, on such
                    subsequent Quarterly Dividend Payment Date.

          (iii)     Dividends shall begin to accrue and be cumulative on
                    outstanding Series B Preferred Shares from the Quarterly
                    Dividend Payment Date immediately preceding the date of
                    issue of such Series B Preferred Shares, unless the date of
                    issue of such shares is prior to the record date for the
                    first Quarterly Dividend Payment Date,
<PAGE>

                    in which case dividends on such shares shall begin to accrue
                    from the date of issue of such shares, or unless the date of
                    issue is a Quarterly Dividend Payment Date or is a date
                    after the record date for the determination of holders of
                    Series B Preferred Shares entitled to receive a quarterly
                    dividend and before such Quarterly Dividend Payment Date, in
                    either of which events such dividends shall begin to accrue
                    and be cumulative from such Quarterly Dividend Payment Date.
                    Accrued but unpaid dividends shall not bear interest.
                    Dividends paid on the Series B Preferred Shares in an amount
                    less than the total amount of such dividends at the time
                    accrued and payable on such shares shall be allocated pro
                    rata on a share-by-share basis among all such shares
                    outstanding at that time. The Board of Directors may fix a
                    record date for the determination of holders of Series B
                    Preferred Shares entitled to receive payment of a dividend
                    or distribution declared thereon, which record date shall be
                    not more than sixty (60) days prior to the date fixed for
                    the payment thereof.

     3.   Certain Restrictions.
          --------------------

          (i)       Whenever quarterly dividends or other dividends or
                    distributions payable on the Series B Preferred Shares as
                    provided in paragraph 2 hereof are in arrears, thereafter
                    and until all accrued and unpaid dividends and
                    distributions, whether or not declared, on Series B
                    Preferred Shares outstanding shall have been paid in full,
                    the corporation shall not:

                    (a)  declare or pay dividends, or make any other
                         distributions, on any shares of stock ranking junior
                         (either as to dividends or upon liquidation,
                         dissolution or winding up) to the Series B Preferred
                         Shares;
                    (b)  declare or pay dividends, or make any other
                         distributions, on any shares of stock ranking on a
                         parity (either as to dividends or upon liquidation,
                         dissolution or winding up) with the Series B Preferred
                         Shares, except dividends paid ratably on the Series B
                         Preferred Shares and all such parity stock on which
                         dividends are payable or in arrears in proportion to
                         the total amounts to which the holders of all such
                         shares are then entitled;
                    (c)  redeem or purchase or otherwise acquire for
                         consideration shares of any stock ranking junior
                         (either as to dividends or upon liquidation,
                         dissolution or winding up) to the Series B Preferred
                         Shares, provided that the corporation may at any time
                         redeem, purchase or otherwise acquire shares of any
                         such junior stock in exchange for shares of stock of
                         the corporation ranking junior (both as to
<PAGE>

                         dividends and upon liquidation, dissolution or winding
                         up) to the Series B Preferred Shares; or
                    (d)  redeem or purchase or otherwise acquire for
                         consideration any Series B Preferred Shares, or any
                         shares of stock ranking on a parity with the Series B
                         Preferred Shares, except in accordance with a purchase
                         offer made in writing or by publication (as determined
                         by the Board of Directors) to all holders of such
                         shares upon such terms as the Board of Directors, after
                         consideration of the respective annual dividend rates
                         and other relative rights and preferences of the
                         respective series and classes, shall determine in good
                         faith will result in fair and equitable treatment among
                         the respective series or classes.

               (ii) The corporation shall not permit any subsidiary of the
                    corporation to purchase or otherwise acquire for
                    consideration any shares of stock of the corporation unless
                    the corporation could, under subparagraph (i) of this
                    paragraph 4, purchase or otherwise acquire such shares at
                    such time and in such manner.

     4.        Reacquired Shares.  Any Series B Preferred Shares purchased or
               -----------------
otherwise acquired by the corporation in any manner whatsoever shall be retired
and canceled promptly after such acquisition. All such shares shall upon their
cancellation become authorized but unissued Preferred Shares and may be reissued
as part of a new series of Preferred Stock by resolution or resolutions of the
Board of Directors, subject to the conditions and restrictions on issuance set
forth herein or in the Articles of Incorporation, or as otherwise required by
law.

     5.        Liquidation, Dissolution or Winding Up.  Upon any liquidation,
               --------------------------------------
dissolution or winding up of the corporation (voluntary or otherwise), no
distribution shall be made (a) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series B Preferred Shares unless, prior thereto, the holders of Series B
Preferred Shares shall have received the greater of (i) $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, or (ii) an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
one hundred (100) times the aggregate amount to be distributed per share to
holders of Common Shares, or (b) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series B Preferred Shares, except distributions made ratably on the
Series B Preferred Shares and all other such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the corporation shall at
any time after December 10, 1999 declare or pay any dividend on the Common
Shares payable in Common Shares, or effect a subdivision or combination or
consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a greater or lesser number of Common Shares, then in each such
case the aggregate amount
<PAGE>

to which holders of Series B Preferred Shares were entitled immediately prior to
such event under clause (a)(ii) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
Common Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding immediately prior to
such event.

     6.   Consolidation, Merger, Exchange, etc.  In case the corporation shall
          ------------------------------------
enter into any consolidation, merger, combination, statutory share exchange or
other transaction in which the Common Shares are exchanged for or changed into
other stock or securities, money and/or any other property, then in any such
case the Series B Preferred Shares shall at the same time be similarly exchanged
or changed into an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to one hundred (100) times the aggregate amount of
stock, securities, money and/or any other property (payable in kind), as the
case may be, into which or for which each Common Share is changed or exchanged.
In the event the corporation shall at any time after December 10, 1999 declare
or pay any dividend on Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise) into a greater or lesser number of Common Shares,
then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of Series B Preferred Shares shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of Common Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding immediately prior to
such event.

     7.   No Redemption.  The Series B Preferred Shares shall not be redeemable.
          -------------

     8.   Rank.  The Series B Preferred Shares shall rank junior in terms of
          ----
dividend and liquidation, dissolution and winding up rights to any series of the
corporation's Preferred Stock authorized prior to the date hereof and all other
series of the corporation's Preferred Stock hereafter authorized that
specifically provide that they shall rank senior to the Series B Preferred
Shares.

     9.   Fractional Shares.  Series B Preferred Shares may be issued in
          -----------------
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series B Preferred
Shares.

     IN WITNESS WHEREOF, the corporation has caused these Articles of Amendment
to the Articles of Incorporation to be executed in its name by its duly
authorized officer on this 18th day of November, 1999.



                              /s/ Gerald D. Van Eeckhout
                              --------------------------
                              Gerald D. Van Eeckhout, Chairman