Attached files
| file | filename |
|---|---|
| 8-K - GREEN BUILDERS, INC | f2221008k.htm |
| EX-3.1 - CERTIFICATE OF AMENDMENT, FORWARD SPLIT - GREEN BUILDERS, INC | ex3_2.htm |
EXHIBIT 3.1
CERTIFICATE
OF AMENDMENT
TO
THE
CERTIFICATE
OF FORMATION
Pursuant
to the provisions of §3.053 of the Texas Business Organizations Code, Green
Builders, Inc., a Texas corporation, hereby adopts the following Certificate of
Amendment to its Certificate of Formation.
ARTICLE
I.
The name
of the entity is Green Builders, Inc. (the “Corporation”). The
Corporation is a for-profit corporation. The filing number issued to
the Corporation by the Secretary of State is 800960715. The date of
formation of the Corporation is April 3, 2008.
ARTICLE
II
The
Certificate of Formation of the Corporation is amended by revoking the current
Section (a) of Article VII and adopting the following in substitution
thereof:
“(a) Authorized
Capital Stock. The authorized capital stock of the Corporation consists of One
Hundred Ten Million (110,000,000) shares having a par value of one tenth of one
cent ($.001) per share, divided into One Hundred Million (100,000,000) shares of
Common Stock and Ten Million (10,000,000) shares of Preferred
Stock. Upon the effectiveness (the “Effective
Time”) of the Certificate of Amendment to the Certificate of Formation
adding this sentence, each five hundred (500) shares of issued Common
Stock, shall be combined and reclassified into one (1) fully-paid and
nonassessable share of Common Stock; provided, however, that in
lieu of any fractional interests in shares of Common Stock to which any
shareholder who would be entitled only to receive such
fractional interest (i.e., any shareholder owning fewer than 500 shares of
Common Stock immediately prior to the Effective Time) would otherwise be
entitled pursuant hereto (taking into account all shares of capital stock owned
by such shareholder), the Corporation shall pay in cash for such fractional
interest $0.26 per share held by such shareholder immediately prior to the
Effective Time.”
ARTICLE
III
This
Certificate of Amendment has been approved in the manner required by the Texas
Business Organization Code and the constituent documents of the
Corporation.
IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Amendment to be signed by its
officers thereunto duly authorized this 19th day of February, 2010.
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Green
Builders, Inc.
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By:
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/s/
Clark Wilson
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Clark
Wilson
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President
and Chief Executive Officer
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