Attached files
| file | filename |
|---|---|
| 8-K - 8-K - IZEA Worldwide, Inc. | a8-k20150123.htm |
| EX-10.1 - EXHIBIT 10.1 - IZEA Worldwide, Inc. | ex10-120150123schramemploy.htm |
EXHIBIT 3.1
Exhibit A
Authorizing Resolutions Unanimously Approved by the Board of Directors of IZEA, Inc.
Pursuant to Section 78.1955 of the General Corporation Law of Nevada
WHEREAS, the Corporation created a separate series of 240 shares of preferred stock designated as “Series A Convertible Preferred Stock,” providing for such terms and provisions as are set forth in the Corporation’s Certificate of Designation filed with the Nevada Secretary of State on May 20, 2011 (as amended, the “Certificate of Designation”), which Certificate of Designation was authorized by the Board of Directors of the Corporation pursuant to authority vested in the Board of Directors by the Corporation’s Articles of Incorporation, and thereafter issued and sold 230 shares of Series A Convertible Preferred Stock to certain investors in a private placement occurring in May 2011;
WHEREAS, as of the date hereof, all of the issued shares of Series A Convertible Preferred Stock have previously been converted in accordance with their terms into shares of Common Stock of the Corporation and no authorized shares of Series A Convertible Preferred Stock are issued or outstanding, and no such shares are intended to be issued in the future; and
WHEREAS, the Corporation wishes to amend its Articles of Incorporation by withdrawing the Certificate of Designation to eliminate such separate series of shares of preferred stock, and return such previously designated shares to authorized, unissued and undesignated shares of preferred stock, for valid business reasons including to simplify the presentation of the Corporation’s stockholders’ equity section of its consolidated balance sheets;
NOW, THEREFORE, BE IT RESOLVED, that the proper officers of the Corporation, be, and each of them hereby is, authorized, directed and empowered, in the name and on behalf of the Corporation, to prepare, execute, acknowledge and file with the Nevada Secretary of State a Certificate of Withdrawal of Certificate of Designation (the “Certificate of Withdrawal”) eliminating from the Corporation’s Articles of Incorporation all matters set forth in the Certificate of Designation, which Certificate of Withdrawal shall be effective upon filing and shall have the effect of amending the Corporation’s Articles of Incorporation, in accordance with Section 78.1955 of the Nevada Revised Statutes, returning all such previously designated shares to the status of authorized but unissued shares of preferred stock of the Corporation, and the execution by such individuals of such Certificate of Withdrawal shall conclusively establish their authority from the Corporation and the approval and ratification by the Corporation of such Certificate of Withdrawal;
RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to take or cause to be taken any and all such further actions and to prepare, execute, deliver and file, or cause to be prepared, executed, delivered and filed, any and all such further reports, schedules, statements, consents, documents, agreements, certificates and undertakings as such officer shall determine to be necessary or appropriate to carry into effect the intent and purpose of the foregoing resolution.