EXHIBIT 3.4
Exhibit A
Certificate of Designation of
Series A Preferred Stock of
Bonamour, Inc.
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Pursuant to Section 7-106-102 of the
Colorado Business Corporation Act
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Bonamour, Inc., a Colorado corporation (the "Corporation"), does hereby certify that, pursuant to the authority contained in its Articles of Incorporation (“Articles”), as amended, and in accordance with the provisions of Section 7-106-102 of the Colorado Business Corporation Act (the “CBCA”), the Corporation's Board of Directors has duly adopted the following resolutions creating a Series of Preferred Stock designated as Series A Preferred Stock:
WHEREAS, the Articles, as amended on the date hereof, authorize the Board of Directors of the Corporation to designate and create a series of the Preferred Stock, out of the Twenty-Five Million 25,000,000 shares of Preferred Stock so designated by the Articles;
NOW THEREFORE, BE IT RESOLVED, that the Corporation hereby designates and creates a series of the authorized Preferred Stock of the Corporation, designated as Series A Preferred Stock, as follows:
FIRST: that, of the Twenty-Five Million 25,000,000 shares of Preferred Stock, without par value ("Preferred Stock"), authorized to be issued by the Corporation, Ten Million (10,000,000) shares are hereby designated as "Series A Preferred Stock." The rights, preferences and limitations granted to and imposed upon the Series A Preferred Stock are as set forth below:
Section 1. Designation and Amount. Ten Million (10,000,000) shares of Preferred Stock of the Corporation are hereby designated as "Series A Preferred Stock" (the "Series A Preferred Stock").
Section 2. Voting Rights. The holders of shares of Series A Preferred Stock shall be entitled to Twenty (20) votes for each share of Series A Preferred Stock held on any matters requiring a stockholder vote of the Corporation.
Section 3. Rank. Shares of Series A Preferred Stock shall rank, with respect to dividend rights and rights on liquidation, winding up and dissolution of the Corporation, pari passu with the Corporation's common stock, without par value (the "Common Stock").
Section 4. Other Rights. The shares of Series A Preferred Stock shall not have any rights, preferences, or limitations other than as set forth herein, in the Articles or as provided by applicable law.
SECOND: That such determination of the designation, rights, preferences and limitations relating to the Series A Preferred Stock, was duly made by the Board of Directors pursuant to the provisions of the Articles of the Corporation, and in accordance with the provisions of Section 7-106-102 of the Colorado Business Corporation Act.
IN WITNESS WHEREOF, the Corporation has caused this Designation to be duly executed to be effective November 20, 2011.
| | Bonamour, Inc. |
| | |
| | |
| | By: /s/ Nathan Halsey |
| | Nathan Halsey |
| | President |
