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8-K - INFRASTRUCTURE PREFERRED STOCK - INFRASTRUCTURE DEVELOPMENTS CORP. | infrastructure8k.htm |
Exhibit 3
CERTIFICATE OF DESIGNATION
OF
SUPER VOTING PREFERRED STOCK
OF
INFRASTRUCTURE DEVELOPMENTS CORP.
(Pursuant to NRS 78.1955)
(Continued)
1.
Designation and Amount. The shares of such series shall be designated as Super
Voting Preferred Stock and the number of shares constituting such series shall be Nine Million
(9,000,000) with a par value of $0.001 per share. Such number of shares may be increased or
decreased from time-to-time by resolution of the Board of Directors; provided, however, that
such number may not be decreased below the number of then currently outstanding shares of
Super Voting Preferred Stock.
2.
Certain Definitions. For the purposes of the Certificate of Designation which
embodies this resolution, unless the context otherwise requires, capitalized terms used and not
otherwise defined in such Certificate of Designation shall have the following meanings (with
terms defined in the singular having comparable meanings when used in the plural):
Common Stock shall mean the common stock of the Company, par value $0.001 per
share, and any stock into which such stock shall have been converted or changed or any stock
resulting from any reclassification of such stock and all other stock of any class or classes
(however designated) of the Company, the holders of which shall have the right, without
limitation as to amount, either to all or to a share of the balance of current dividends and
liquidating dividends after the payment of dividends and distributions on any shares entitled to
preference.
Company shall mean Infrastructure Developments Corp., a Nevada corporation.
Conversion Rate shall mean the conversion rate set forth in Section 5.
3.
Dividends and Distributions. Until the Super Voting Preferred Stock is converted
into Common Stock of the Company in accordance with Section 5 hereof, the holders of Super
Voting Preferred Stock shall not be entitled to receive any dividends declared by the Company.
4.
Voting Rights. The holders of shares of Super Voting Preferred Stock shall have
the following rights:
Certificate of Designation
Page 1
Exhibit 3
(a)
Number of Votes: Voting with Common Stock. Each holder of
outstanding shares of Super Voting Preferred Stock shall be entitled to Fifty (50) votes for each
share of Super Voting Preferred Stock held at the record date for the determination of
stockholders entitled to vote at each meeting of stockholders of the Company (and written
actions of stockholders in lieu of meetings) with respect to any and all matters presented to the
stockholders of the Company for their action or consideration. Except as provided by Nevada
statutes or Section 4(b) below), holders of Super Voting Preferred Stock shall vote together with
the holders of Common Stock as a single class.
(b)
Adverse Effects. The Company shall not amend, alter or repeat the
preferences, rights, powers or other terms of the Super Voting Preferred Stock so as to affect
adversely the Super Voting Preferred Stock or the holders thereof without the written consent or
affirmative vote of the holders of at least a majority of the outstanding Super Voting Preferred
Stock given in writing or by vote at a meeting, consenting or voting (as the case may be)
separately as a class.
5.
Mandatory Conversion.
(a)
Immediately following an increase in the authorized Common Stock of the
Company beyond 500,000,000 shares, each share of Super Voting Preferred Stock then
outstanding shall automatically and mandatorily be converted into Fifty (50) shares of Common
Stock without further action by the holders of Super Voting Preferred Stock or the Company.
(b)
Termination of Rights on Conversion. All shares of Super Voting
Preferred Stock mandatorily converted as herein provided shall no longer be deemed to be
outstanding, and all rights with respect to such shares shall immediately cease and terminate on
conversion, except only the right of the holders thereof to receive shares of Common Stock in
exchange therefor. Any shares of Super Voting Preferred Stock so converted shall be retired and
cancelled and shall not be reissued, and the Company may from time-to-time take such
appropriate action as may be necessary to reduce the number of shares of authorized Super
Voting Preferred Stock accordingly.
(c)
No Impairment. The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation, merger, share
exchange, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or performed hereunder
by the Company, but will at all times in good faith assist in the carrying out of all the provisions
of this Section 5 and in the taking of all such action as may be necessary or appropriate in order
to protect the conversion rights of the holders of the Super Voting Preferred Stock against
impairment.
Certificate of Designation
Page 2
Exhibit 3
6.
Liquidation, Dissolution or Winding Up.
(a)
Liquidation Value. Each share of the Super Voting Preferred Stock shall
be deemed converted into shares of Common Stock at the Conversion Rate and shall participate
pari passu with the Common Stock of the Company in the proceeds available to the Company's
shareholders upon the liquidation, dissolution, or winding up the Company.
(b)
Business Combinations. Neither the consolidation, merger or other
business combination of the Company with or into any other Person or Persons nor the sale of all
or substantially all of the assets of the Company shall be deemed to be a liquidation, dissolution
or winding up of the Company for purposes of this Section 6.
7.
Miscellaneous Provisions.
(a)
Closing of Books. The Company will at no time close its transfer books
against the transfer of any shares of Super Voting Preferred Stock or of any share of the
Common Stock issued or issuable upon the conversion of Super Voting Preferred Stock in any
manner which interfere with the timely conversion of such Super Voting Preferred Stock.
(b)
Headings of Subdivisions. The headings of the various Sections and other
subdivisions hereof are for convenience of reference only and shall not affect the interpretation
of any of the provisions hereof.
(c)
Severability of Provisions. If any powers, preferences and relative
participating, optional and other special rights of the Super Voting Preferred Stock and
qualifications, limitations and restrictions thereon set forth in the Certificate of Designation
embodying this resolution is invalid, unlawful or incapable of being enforced by reason of any
rule of law or public policy, all other powers, preferences and relative participating, optional and
other special rights of Super Voting Preferred Stock and qualifications, limitations and
restrictions thereon set forth therein which can be given effect without the invalid, unlawful or
unenforceable powers, preferences and relative participating, optional and other special rights of
Super Voting Preferred Stock and qualifications, limitations and restrictions thereon shall,
nevertheless, remain in full force and effect, and no powers, preferences and relative
participating, optional or other special rights of super Voting Preferred Stock and qualifications,
limitations and restrictions thereon herein set forth shall be deemed dependent upon any other
such powers, preferences and relative participating, optional or other special rights of Super
Voting Preferred Stock and qualifications, limitations and restrictions thereon unless expressed
herein.
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Certificate of Designation
Page 3