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EXHIBIT 3.1.11
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TEMPCO, INC.
Pursuant to Section 78.385 and 78.390 of the Nevada Revised Statutes,
the undersigned corporation, Tempco, Inc., a Nevada corporation, submits the
following Certificate of Amendment for filing:
1. The name of the corporation is Tempco, Inc.
2. A new Article SIXTEENTH shall to be added to the Company's Articles of
Incorporation as follows:
SIXTEENTH. A share dividend, division or combination of the
corporation's capital stock may be effected by action of the Board of
Directors alone, without the approval of the shareholders. In effecting
a division or combination of the capital stock, the Board of Directors
may amend these Articles to increase or decrease the par value of
shares of capital stock, increase or decrease the number of authorized
shares of capital stock, and make any other change necessary to assure
that the rights or preferences of the holders of all outstanding shares
of any class or series will not be adversely affected by the division
or combination. For purposes of this Article SIXTEENTH, an increase or
decrease in the relative voting rights of the shares of capital stock
that are the subject of the division or combination that arises solely
from the increase or decrease in the number of shares outstanding is
not an adverse effect on the outstanding shares of any class or series,
including any increase in the percentage of authorized shares remaining
unissued arising solely from the elimination of fractional shares. The
Board of Directors may adopt a procedure whereunder the fractional
shares that result from action taken pursuant to this Article SIXTEENTH
are eliminated and the holders thereof compensated in a manner that
complies with applicable law and that the Board of Directors finds to
be fair to such holders.
3. The vote by which the shareholders 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: 51.5%
IN WITNESS WHEREOF, Tempco, Inc., a Nevada corporation, has caused this
Certificate of Amendment to be signed in its name and on its behalf, on this
30th day of September, 2009.
TEMPCO, INC., a Nevada corporation
/s/ Stanley L. Schloz
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Stanley L. Schloz, Presiden