Enterologics, Inc. - FORM S-1 - EX-3.2 - AMENDMENT TO ARTICLES OF INCORPORATION - February 17, 2010

Attached files

file filename
S-1 - REGISTRATION STATEMENT - Enterologics, Inc.fs1_enterologics.htm
EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - Enterologics, Inc.fs1ex10i_enterologics.htm
EX-3.3 - BY-LAWS - Enterologics, Inc.fs1ex3iii_enterologics.htm
EX-23.1 - CONSENT OF WEBB & COMPANY, P.A. - Enterologics, Inc.fs1ex23i_enterologics.htm
EX-4.1 - FORM OF STOCK CERTIFICATE - Enterologics, Inc.fs1ex4i_enterologics.htm
EX-5.1 - OPINION OF DAVID LUBIN & ASSOCIATES, PLLC - Enterologics, Inc.fs1ex5i_enterologics.htm
EX-3.1 - ARTICLES OF INCORPORATION - Enterologics, Inc.fs1ex3i_enterologics.htm
Exhibit 3.2
 
 
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: www.nvsos.gov

 
 
Certificate of Amendment
(PURSUANT TO NRS 78.380)
Filed in the office of
/s/  Ross Miller
Ross Miller
Secretary of State
State of Nevada
Document Number
20090727416-28
Filing Date and Time
10/06/2009  9:00 AM
Entity Number
E0473472009-9
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY

 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
(Pursuant to NRS 78.380 Before Issuance of Stock)
 
1. Name of the corporation:
ENTEROLOGICS, INC.
 
2. The articles have been amended as follows (provide article number if available):
Article 3. Authorized Stock: (number of shares the corporation is authorized to issue) Number of shares with par value: 155,000,000, par value: $0.0001.
 
 
 
 
 
 
 
3. The undersigned declare that they constitute at least two-thirds of the following:
(check only one box)   x incorporators     o board of directors
 
4. Effective date of filing (optional):
 
5. The undersigned affirmitavely declarethat to the date of this certificate, no stock of the corporation has been issued.
 
6. Signature (required):   X /s/ Mimi Sanik    
 
*if any proposed amendment would alter or change any preference or any relative to 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 ay cause this filing to be rejected.
 
This form must be accompanied by appropriate fees.
 
 
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ATTACHMENT
TO
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ENTEROLOGICS, INC.

8.     The governing board of Enterologics, Inc. (the “Corporation”) shall be styled as a "Board of Directors", and any member of said Board shall be styled as a "Director."  The first Board of Directors of the corporation shall consist of three (3) directors.  The number of directors of the Corporation may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, that the number of directors shall never be less than one.  In the interim be­tween elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum.

9.     (a) The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Fifty Five Million (155,000,000) which shall consist of (i) One Hundred Fifty Million (150,000,000) shares of common stock, par value $0.0001 per share (the "Common Stock"), and (ii) Five Million (5,000,000) shares of preferred stock, par value $0.0001 per share (the "Preferred Stock").
 
(b)  The Preferred Stock may be issued in one or more series, from time to time, with each such series to have such designation, relative rights, preferences or limitations, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation (the "Board"), subject to the limitations prescribed by law and in accordance with the provisions hereof, the Board being hereby expressly vested with authority to adopt any such resolution or resolutions. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination or fixing of the following:

(i) The distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board increasing such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board;

(ii) The dividend rate of such series, the conditions and time upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of Stock or series thereof, or any other series of the same class, and whether such dividends shall be cumulative or non-cumulative;

(iii) The conditions upon which the shares of such series shall be subject to redemption by the Corporation and the times, prices and other terms and provisions upon which the shares of the series may be redeemed;
 
(iv) Whether or not the shares of the series shall be subject to the operation of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if such retirement or sinking fund be established, the annual amount thereof and the terms and provisions relative to the operation thereof;
 
 
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(v) Whether or not the shares of the series shall be convertible into or exchangeable for shares of any other class or classes, with or without par value, or of any other series of the same class, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange;
 

(vi) Whether or not the shares of the series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(vii) The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or upon the distribution of assets of the Corporation; and

(viii) Any other powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the shares of such series, as the Board may deem advisable and as shall not be inconsistent with the provisions of this Articles of Incorporation.

(c) The holders of shares of the Preferred Stock of each series shall be entitled to receive, when and as declared by the Board, out of funds legally available for the payment of dividends, dividends (if any) at the rates fixed by the Board for such series before any cash dividends shall be declared and paid or set apart for payment, on the Common Stock with respect to the same dividend period.
 
(d) The holders of shares of the Preferred Stock of each series shall be entitled, upon liquidation or dissolution or upon the distribution of the assets of the Corporation, to such preferences as provided in the resolution or resolutions creating such series of Preferred Stock, and no more, before any distribution of the assets of the Corporation shall be made to the holders of shares of the Common Stock. Whenever the holders of shares of the Preferred Stock shall have been paid the full amounts to which they shall be entitled, the holders of shares of the Common Stock shall be entitled to share ratably in all remaining assets of the Corporation.

10.        The Corporation shall have perpetual ex­istence.

11.        The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented.  Any repeal or amendment of this Article by the stockholders of the Corporation shall be prospective.

12.        The Corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify un­der said Law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockhold­ers or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

13.        The nature of the business of the Corpora­tion and the objects or the purposes to be transacted, pro­moted, or carried on by it are to engage in any lawful activity.
 
14.        The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation in the manner now or here­after prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
 
 
 
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