EXHIBIT 3.3
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Delaware
The First State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "BEACONSFIELD I, INC.", CHANGING ITS NAME FROM "BEACONSFIELD I,
INC." TO "NORTHERN ETHANOL, INC.", FILED IN THIS OFFICE ON THE SECOND DAY OF
AUGUST, A.D. 2006, AT 11:30 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[ S E A L ] s/Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
3887262 8100 AUTHENTICATION: 4947491
DATE: 08-02-06
State of Delaware
Secretary of State
Division of Corporations
Delivered 11:30 AM 08/02/2006
FILED 11:30 AM 08/02/2006
SRV 060725626 - 3887262 FILE
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of BEACONSFIELD I, INC.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "1" so that, as amended, said Article
shall be and read as follows:
Article 1. The name of the corporation is Northern Ethanol, Inc.
(the "Corporation").
FUTHER RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "5" so that, as amended, said
Article shall be and read as follows:
5. The amount of the total authorized capital stock of the corporation
shall be three hundred fifty million (350,000,000) shares divided into two
hundred fifty million (250,000,000) shares of Common Stock, $0.0001 par
value each, and one hundred million (100,000,000) shares of Preferred
Stock, $0.0001 par value each, and the designations, preferences,
limitations and relative rights of the shares of each such class are as
follows:
A. Preferred Shares
The corporation may divide and issue the Preferred Shares into series.
Preferred Shares of each series, when issued, shall be designated to
distinguish it from the shares of all other series of the class of
Preferred Shares. The Board of Directors is hereby
expressly vested with authority to fix and determine the relative rights
and preferences of the shares of any such series so established to the
fullest extent permitted by this Certificate of Incorporation and the
General Corporation Law of Delaware in respect to the following:
(a) The number of shares to constitute such series, and the
distinctive designations thereof;
(b) The rate and preference of dividend, if any, the time of payment
of dividend, whether dividends are cumulative and the date from which any
dividend shall accrue;
(c) Whether the shares may be redeemed and, if so, the redemption
price and the terms and conditions of redemption;
(d) The amount payable upon shares in the event of involuntarily
liquidation;
(e) The amount payable upon shares in the event of voluntary
liquidation;
(f) Sinking fund or other provisions, if any, for the redemption or
purchase of shares;
(g) The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion;
(h) Voting powers, if any; and
(i) Any other relative rights and preferences of shares of such
series, including, without limitation, any restriction on an increase in
the number of shares of any series theretofore authorized and any
limitation or restriction of rights or powers to which shares of any
further series shall be subject.
B. Common Shares
(a) The rights of holders of the Common Shares to receive dividends
or share in the distribution of assets in the event of liquidation,
dissolution or winding up of the affairs of the Corporation shall be
subject to the preferences, limitations and relative rights of the
Preferred Shares fixed in the resolution or resolutions which may be
adopted from time to time by the Board
of Directors of the corporation providing for the issuance of one or more
series of the Preferred Shares.
(b) The holders of the Common Shares shall be entitled to one vote for
each share of Common Shares held by them of record at the time for
determining the holders thereof entitled to vote.
No holder of shares of stock of any class shall be entitled as a matter of
right to subscribe for or purchase or receive any part of any new or
additional issue of shares of stock of any class, or of securities
convertible into shares of stock of any class, whether now or hereafter
authorized or whether issued for money, for consideration other than money,
or by way of dividend.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said 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 said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by
this 1st day of August, 2006.
By: s/Gord Laschinger
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Title: Chief Executive Officer
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Name: Gord Laschinger
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