Exhibit 3.5
OFFICERS’ CERTIFICATE
RELATING TO AMENDMENTS TO
THE CERTIFICATE OF DETERMINATION OF
THE PREFERENCES AND RIGHTS OF
SERIES B CONVERTIBLE PREFERRED STOCK OF
ISONICS CORPORATION
(a California corporation)
The undersigned, James E. Alexander and John V. Sakys, hereby certify that
A. They are the duly acting President and Secretary, respectively, of Isonics Corporation, a California corporation (the “Corporation”).
B. All outstanding shares of Series B Convertible Preferred Stock of the Corporation (being 500,000 of the 3,000,000 authorized) have been acquired by the Corporation and cancelled.
C. The number of shares of Series B Convertible Preferred Stock outstanding is zero.
D. Pursuant to authority conferred upon the Board of Directors of the Corporation by the Articles of Incorporation of the Corporation and pursuant to the provisions Section 401 of the California Corporations Code, the Board of Directors adopted the following resolutions amending the Certificate of Determination of the Preferences and Rights of Series B Convertible Preferred Stock:
RESOLVED, that the following amendments to the Corporation’s Certificate of Determination of Preferences and Rights of Series B Convertible Preferred Stock are hereby authorized and approved:
1. Paragraph 1 (“Number and Designation”) is amended
(a) to delete “3,000,000” from the first sentence and insert “2,500,000” in lieu thereof, and
(b) to delete the last sentence in its entirety.
2. The definition of “Corporation” in Paragraph 6(D) (“Definitions”) is deleted in its entirety and the following is inserted in lieu thereof:
“Corporation” means Isonics Corporation.
E. The terms of Article IV of the Corporation’s Articles of Incorporation, and the provisions of Section 1 of the resolution establishing the preferences and rights of the Corporation’s Series B Convertible Preferred Stock, as well as Section 510(f) of the California Corporations Code, authorize the Board of Directors to adopt and approve the foregoing amendments without approval of the outstanding shares.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Officers’ Certificate are true of our own knowledge.
Dated: July 10, 2006 | /s/ James E. Alexander |
| James E. Alexander, President |
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| /s/ John V. Sakys |
| John V. Sakys, Secretary |