First: That at a meeting of the Board of Directors of Clarion Technologies, Inc., resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the corporation, declaring the amendment to be advisable and recommending the amendment to the stockholders of the corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
FURTHER RESOLVED, that Article IV of the Company's Certificate of Incorporation be amended to read as follows:
"ARTICLE IV
Authorized Capital Stock
| This corporation is authorized to issue two classes of shares designated respectively “Common Stock” and “Preferred Stock” and referred to herein as Common Stock or Common Shares and Preferred Stock or Preferred Shares, respectively. The total number of shares of Common Stock this corporation is authorized to issue is 60,000,000 and each such share shall have a par value of $.001, and the total number of shares of Preferred Stock this corporation is authorized to issue is 3,000,000 and each such share shall have a par value of $.001. The Preferred Shares may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Shares and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Shares and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series;" |
Second: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of the corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
Third: That the amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
Fourth: That the capital of said corporation shall not be reduced under or by reason of said amendment.
| BY: /s/ David W. Selvius David W. Selvius, Secretary |
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