Exhibit 3.1 b
CERTIFICATE
OF
CHANGE NAME
COMPANY ACT
I Hereby Certify that
DYNAMOTIVE TECHNOLOGIES CORPORATION
has this day changed its name to
DYNAMOTIVE ENERGY SYSTEMS CORPORATION
Issued under my hand at Victoria, British Columbia
on July 03, 2001
(signature)
JOHN S. POWELL
Registrar of Companies
PROVINCE OF BRITISH COLUMBIA
CANADA
FORM 19
(SECTION 348)
COMPANY ACT
SPECIAL RESOLUTION
Certificate of Incorporation No:403911
The following special resolution was passed by the company referred to
below on the date stated:
Name of company: DYNAMOTIVE TECHNOLOGIES CORPORATION.
Date resolution passed: June 26,2001
RESOLUTION:
"Resolved as a special resolution that:
I. the name of the Company be changed from "Dynamotive Technologies
Corporation" to "DynaMotive Energy Systems Corporation" and
2. the Memorandum of the Company be altered to reflect the change of
name so that it shall be in the form set out in Schedule "A" attached
hereto."
Certified a true copy June 28,2001
(Signature).............................
Bernhard J. Zinkholer
for LANG MICHENER
(Relationship to Company) SOLICITOR
Note
(a) Insert text of special resolution
(b) See Section 1(1) for definition of "special resolution"
SCHEDULE A
As altered by Special Resolution dated June 26, 2001
BRITISH COLUMBIA
COMPANY ACT
ALTERED MEMORANDUM
OF
DYNAMOTIVE ENERGY SYSTEMS CORPORATION
1. The name of the Company is DynaMotive Energy Systems Corporation.
2. The authorized capital of the Company consists of Two Hundred Million
(200,000,000)shares, divided into:
(a) One Hundred Million (100,000,000) common shares without par value; and;
(b) One Hundred Million (100,000,000) Class "A" preferred shares
with a par value of $5.00 each, having attached hereto the
special rights and restrictions set forth in paragraph 3
hereof.
3. The Class "A" preferred shares with a par value of $5.00 each shall
have attached thereto the following special rights and restrictions:
(a) The holders of the Class "A" preferred shares shall be entitled
to receive notices of and to attend and vote at all Meetings of
the shareholders of the Company in the same manner and to the
extent as are the holders of the common shares.
(b) The holders of the Class "A" preferred shares shall be entitled
to receive, and the Company shall pay thereon as and when
declared by the Board of Directors out of the monies of the
Company properly applicable to the payment of dividends, dividends
which shall be in the amounts and upon the conditions that shall
have been agreed upon by the Board of Directors at the time of
issuance and sale of each such share. More specifically, the
Directors of the Company shall be entitled, upon agreeing to sell
a Class "A" preferred share, to contract as to the rate of
Dividend which will be paid on the share, if any, how often the
dividends are to be paid, whether they are to be accumulative and
whether the rate is fixed for the life of the share or shall be
subject to declaration by the Board of Directors each year.
(c) The holders of the Class "A" preferred shares shall be entitled
to exchange them for common shares in the capital of the
Company; provided that when the Directors agree to the issuance
of any Class "A" preferred shares they shall be entitled to
specify the terms, conditions and rates during which and upon
which the holders of these Class "A" preferred shares subject to
such specifications shall be entitled to exercise these
conversion privileges.
(d) The Company may, upon giving notice as hereinafter provided,
redeem the whole or any part of the Class "A" preferred shares on
payment for each share to be redeemed of the amount paid up
thereon, together with all dividends declared thereon and unpaid;
in case a part only of the then outstanding Class "A" preferred
shares is at any time to be redeemed, the shares so to be
redeemed shall be selected by lot in such manner as the Directors
in their discretion shall decide or, if the Directors so
determine, may be redeemed pro rata, disregarding fractions, and
the Directors may make such adjustments as may be necessary to
avoid the redemption of fractional parts of shares; not less than
thirty (30) days' notice in writing of such redemption shall be
given by mailing such notice to the registered holders of the
shares to be redeemed, specifying the date and place or places of
redemption; if notice of any such redemption be given by the
Company in the manner aforesaid and an amount sufficient to
redeem the shares be deposited with any trust company or
chartered bank in Canada as specified in the notice on or before
the date fixed for redemption, dividends on the Class "A"
preferred shares to be redeemed shall cease after the date so
fixed for redemption and the holders thereof shall thereafter
have no rights against the Company in respect thereof except,
upon the surrender of certificates for such shares, to receive
payment therefore out of the money so deposited; after the
redemption price of such shares has been deposited with any trust
company or chartered bank in Canada, as aforesaid, notice shall
be given to the holders of any Class "A" preferred shares called
for redemption who have failed to present the certificates
representing such shares within two (2) months of the date
specified for redemption that the money has been so deposited and
may be obtained by the holders of the said Class "A" preferred
shares upon presentation of the certificates representing such
shares called for redemption at the said trust company or
chartered bank. The Company will redeem such Class "A" preferred
shares at the price so specified, provided the redemption will
not be in breach of any of the provisions of the Company Act.
(e) The Class "A" preferred shares shall rank, both as regards
dividends and return of capital, in priority to all other shares
of the Company, but shall not be entitled to any further right
to participate in the profits or assets of the Company.
(f) In the event of the liquidation, dissolution or winding-up of
the Company, whether voluntary or involuntary, the holders of
the Class "A" preferred shares shall be entitled to receive,
before any distribution of any part of the property and assets
of the Company among the holders of any other shares, an amount
equal to one hundred percent (100%) of the amount paid thereon
and any dividends declared thereon and unpaid, and no more.
(g) The Directors of the Company may issue the Class "A" preferred
shares in one or more series. In addition, the Directors may, by
resolution, alter the Memorandum to fix the number of shares in
and to determine the designation of the shares of each series;
the Directors may also, by resolution, alter the Memorandum to
create, define and attach special rights and restrictions to the
shares each series, subject to the special rights and
restrictions attached to the Class "A" preferred shares.