EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
INGEN TECHNOLOGIES, INC.
Pursuant to the provisions of the Georgia Business Corporation Code, the
undersigned corporation hereby amends its Articles of Incorporation, as amended
and restated (the "Articles of Incorporation"), and for that purpose, submits
the following statement:
1. The name of the corporation is: INGEN TECHNOLOGIES, INC.
2. The articles of incorporation are amended as follows:
(i) Article Three of the Articles of Incorporation is amended as
follows:
3.1 The corporation has the authority to issue not more than:
(a) SEVEN HUNDRED FIFTY MILLION (750,000,000) SHARES OF COMMON STOCK OF
NO PAR VALUE PER SHARE (THE "COMMON STOCK"); and
(b) Forty Million (40,000,000) shares of preferred stock of no par
value per share (the "Preferred Stock") which may be issued in one or more
classes or one or more series by the Board of Directors as hereinafter provided.
3.2 The shares of Common Stock shall be entitled to receive the net
assets of the corporation upon dissolution and shall be entitled to one (1) vote
per share on all matters and shall be entitled to receive distributions from
time to time, from legally available funds, as determined by the board of
directors.
3.3 The shares of Preferred Stock of the corporation may be issued from
time to time in one or more classes or one or more series. The Preferred Stock
shall have such voting rights, no voting rights, or such special voting rights
as the Board of Directors may fix and determine in issuing such stock, and shall
have rights to receive cumulative, non-cumulative, or partially cumulative
dividends as the Board of Directors shall fix and determine. Moreover, the
shares of Preferred Stock shall have such other rights and preferences,
including, but not limited to redemption, liquidation preference, conversion,
and dilution rights as may be allowed under the Georgia Business Corporation
Code and set forth by the Board of Directors in writing and filed with the
Georgia Secretary of State at the time such class or series is designated.
3.4 The corporation designates Forty Million (40,000,000) shares of its
Preferred Stock as the Series A Convertible Preferred Stock (the "Series A")
with the following rights, preferences and limitations.
(a) CLASS OR SERIES. The number of shares of Preferred Stock
constituting the Series A shall be Forty Million (40,000,000).
(b) DIVIDENDS. The Series A shall not be entitled to receive any
dividends from the corporation.
(c) REDEMPTION. The corporation shall have the right, but not the
obligation to redeem each share of Series A for One Dollar ($1.00) per share.
(d) LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the corporation, each share of Series
A shall be entitled to receive from the assets of the corporation One Dollar
($1.00) per share, which shall be paid or set apart before the payment or
distribution of any assets of the corporation to the holders of the Common Stock
or any other equity securities of the corporation.
(e) VOTING RIGHTS. Each share of Series A shall be entitled to vote on
all matters with the holders of the Common Stock. Each share of Series A shall
be entitled to one (1) vote. Further, the holders of the Series A voting as a
class shall be entitled to elect one person to serve on the corporation's Board
of Directors.
(f) CONVERSION RIGHTS. Each share of Series A shall be convertible, at
the option of the holder thereof and subject to notice requirements of paragraph
(f)(i) below, at any time after the date of issuance of such share into one (1)
share of fully paid and non-assessable share of Common Stock.
(i) Each Series A stockholder who desires to convert into the
corporation's Common Stock must provide a 65 day written notice to the
corporation of their intent to convert one or more shares of Series A into
Common Stock. The corporation may, in its sole discretion, waive the written
notice requirement and allow the immediate exercise of the right to convert.
Before any holder shall be entitled to convert, he shall surrender the
certificate or certificates representing Series A to be converted, duly endorsed
or accompanied by proper instruments of transfer, at the office of the
corporation or of any transfer agent, and shall given written notice to the
corporation at such office that he elects to convert the same. The corporation
shall, as soon as practicable thereafter, issue a certificate or certificates
for the number of shares of Common Stock to which the holder shall be entitled.
The corporation shall reserve and keep available out of its authorized, but
unissued Common Stock, such number of shares of Common Stock as shall from time
to time be sufficient to effect conversion of the Series A.
(g) DILUTION PROTECTION. The shares of Series shall not be effected by
or subject to adjustment following any change to the amount of authorized shares
of Common Stock or the amount of Common Stock issued and outstanding caused by
any split or consolidation of the corporation's Common Stock.
(ii) Article Eight is hereby added to the Articles of Incorporation:
ARTICLE EIGHT
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8.1 ANY ACTION THAT IS REQUIRED OR PERMITTED TO BE TAKEN AT A MEETING
OF THE SHAREHOLDERS MAY BE TAKEN WITHOUT A MEETING IF THE ACTION IS TAKEN BY
PERSONS WHO WOULD BE ENTITLED TO VOTE AT A MEETING SHARES HAVING VOTING POWER TO
CAST NOT LESS THAN THE MINIMUM NUMBER (OR NUMBERS, IN THE CASE OF VOTING GROUPS)
OF VOTES THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE SUCH ACTION AT A MEETING
AT WHICH ALL SHAREHOLDERS ENTITLED TO VOTE WERE PRESENT AND VOTED. THE ACTION
MUST BE EVIDENCED BY ONE OR MORE WRITTEN CONSENTS BEARING THE DATE OF SIGNATURE
AND DESCRIBING THE ACTION TAKEN, SIGNED BY SHAREHOLDERS ENTITLED TO TAKE ACTION
WITHOUT A MEETING AND DELIVERED TO THE CORPORATION FOR INCLUSION IN THE MINUTES
OR FILING WITH THE CORPORATE RECORDS.
(iii) All other provisions of the Articles of Incorporation shall
remain in full force and effect.
3. The date of adoption of each amendment by the stockholders was February 9,
2008.
4. The amendment was duly approved by the shareholders in accordance with the
provisions of Code Section 14-2-1003.
Date: February 12, 2008
INGEN TECHNOLOGIES, INC.
By: /s/ Scott R. Sand
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Name: Scott R. Sand
Title: Chief Executive Officer and
Chairman of the Board of Directors