Exhibit 3.1
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
Certificate of Designation
(PURSUANT TO NRS 78.1955)
USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.1955) |
1. Name of corporation:
Velocity Oil & Gas, Inc.
2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.
Designation of Series: The shares of such series shall be designated as the "Series A Preferred Stock" (the "Preferred Stock") and the number of shares initially constituting such series shall be up to one thousand shares.
Dividends. The holders of Preferred Stock shall not be entitled to receive dividends paid on the Common Stock.
LIQUIDATION PREFERENCE. The holders of Preferred Stock shall not be entitled to any liquidation preference.
CONVERSION RIGHTS. The shares of Preferred Stock shall have no conversion rights.
3. Effective date of filing: (optional) | 3/2/09 |
(must not be later than 90 days after the certificate is filed) | |
4. Signature: (required) | |
/s/ James Moses | |
Signature of Officer |
REDEMPTION RIGHTS. The Company shall have the right to redeem any or all of the outstanding shares of preferred Stock at a per share redemption price (the "Redemption Price") equal to $100 per share and an aggregate of One Hundred Thousand Dollars ($100,000.00)
VOTING.
Voting Rights. The holders of the Preferred Stock will have the voting rights as described in this Section 4 or as required by law. For so long as any shares of the Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote. For example, if there are 10,000 shares of the Company’s common stock issued and outstanding at the time of a shareholder vote, the holders of Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,400 shares, out of a total number of 20,400 shares voting.
Amendments To Articles And Bylaws. So long as Preferred Stock is outstanding, the Company shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the certificate of incorporation or the bylaws of the Company so as to adversely affect the designations, preferences, limitations and relative rights of the Preferred Stock or (ii) effect any reclassification of the Preferred Stock.
Amendment Of Rights Of Preferred Stock. The Company shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Preferred Stock, amend, alter or repeal any provision of this Statement of Designations, PROVIDED, HOWEVER, that the Company may, by any means authorized by law and without any vote of the holders of shares of Preferred Stock, make technical, corrective, administrative or similar changes in this Statement of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Preferred Stock.
NOTICES. Any notice required hereby to be given to the holders of shares of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Company.
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