Attached files
| file | filename |
|---|---|
| EX-3.2 - CERTIFICATE OF DESIGNATION - MoneyOnMobile, Inc. | clpi_ex32.htm |
| EX-99.1 - PRESS RELEASE - MoneyOnMobile, Inc. | clpi_ex991.htm |
| EX-10.1 - STOCK PURCHASE AGREEMENT - MoneyOnMobile, Inc. | clpi_ex101.htm |
| 8-K - CURRENT REPORT - MoneyOnMobile, Inc. | clpi_8k.htm |
Exhibit 3.1
1
2
UNANIMOUS WRITTEN CONSENT
of the
BOARD OF DIRECTORS
of
CALPIAN, INC.
March 7, 2014
________________________________________________________________________
In accordance with the Texas Business Organizations Code of the State of Texas and Article IV, Section 4.04 of the Bylaws of Calpian, Inc. (the “Corporation”), the undersigned, constituting all of the directors of the Corporation, hereby take the following actions and adopt the following resolutions by written consent without a meeting:
[Change in Designation of Series B Preferred Stock]
Whereas, the Board has determined that, in order to accommodate the issuance of securities contemplated by the Board, it is in the best interest of the Corporation to amend the Certificate of Designation of the Corporation’s Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred”), in order to reduce the number of shares designated as Series B Preferred from 900,000 to 500,000 (the “Reduction in Series B Shares”);
Whereas, the Reduction in Series B Shares shall be effectuated pursuant to the Resolution Relating to a Series of Shares (the “COD Resolution”), the form of which is attached hereto as Exhibit C.
NOW, THEREFORE BE IT RESOLVED, that the Board hereby approves, authorizes and ratifies the Reduction in Series B Shares in all respects; and it is further
RESOLVED, that the form, terms and provisions of the COD Resolution be, and the same hereby is, authorized, approved and ratified in all respects and that the Corporation’s CEO, be, and hereby is, authorized, in the name and on behalf of the Corporation and under its corporate seal or otherwise, to execute and deliver and file the COD Resolution with the State of Texas, with such changes therein as the officer executing the same shall approve, such approval to be conclusively evidenced by his execution thereof; and be it further
[OMNIBUS]
Resolved, that the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed for and on behalf of the Corporation to take (or cause to be taken) any and all action, to execute, file and deliver (or cause to be executed, filed or delivered) any and all documents, certificates, instructions, requests or other instruments, and to do any and all things that such officers may deem necessary, proper, convenient or desirable in order to carry out and effectuate the intent and purposes of each of the foregoing resolutions, and that all actions taken (or caused to be taken) by such officers of the Corporation prior to the date of these resolutions, in connection with the actions contemplated by the foregoing resolutions or otherwise be, and they hereby are, confirmed, ratified and approved in all respects.
RESOLVED, this consent may be executed in multiple counterparts, all of which when taken together shall constitute one and the same consent; and it is further
RESOLVED, that this consent may be executed by facsimile signature and upon such execution shall have the same force and effect as an original; and it is further
RESOLVED, that, any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby, that are within the authority conferred thereby, are hereby ratified, confirmed and approved as the acts and deeds of the Corporation.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, the undersigned, being all of the directors of the Corporation, consent hereto in writing as of March 7, 2014 and direct that this instrument be filed with the minutes of proceedings of the Board of Directors of the Corporation.
/s/ Harold Montgomery
Harold Montgomery
/s/ Craig Jessen
Craig Jessen
/s/ Laird Q. Cagan
Laird Q. Cagan
/s/ Shashank Joshi
Shashank Joshi
4