EXHIBIT 3.1
STATE OF MINNESOTA SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
READ THE INSTRUCTIONS BEFORE COMPLETING THIS FORM
1. TYPE OR PRINT IN BLACK INK.
2. THERE IS A $35.00 FEE PAYABLE TO THE MN SECRETARY OF STATE.
3. RETURN COMPLETED AMENDMENT FORM AND FEe TO THE ADDRESS LISTED ON THE BOTTOM
OF THE FORM.
CORPORATE NAME: (List the name of the company prior to any desired name change)
The Conscious Company
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This amendment is effective on the day it is filed with the Secretary of State,
unless you indicate another date, no later than 30 days after filing with the
Secretary of State.
April 21, 2008
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Format (mm/dd/yyy)
The following amendment(s) to articles regulating the above corporation were
adopted: (Insert full text of newly amended article(s) indicating which
article(s) is (are) being amended or added.) If the full text of the amendment
will not fit in the space provided, attach additional numbered pages. (Total
number of pages including this form 1)
ARTICLE 1: NAME
The name of the company shall be changed to American Environmental Energy, Inc
This amendment has been approved pursuant to Minnesota Statutes chapter 302A or
317A. I certify that I am authorized to execute this amendment and I further
certify that I understand that by signing this amendment, I am subject to the
penalties of perjury as set forth in section 609.48 as if I had signed this
amendment under oath.
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(Signature of Authorized Person)
Name and telephone number of contact person: RANDY DREW (203) 809-3738
FILE IN PERSON OR MAIL TO:
Minnesota Secretary of State - Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St. Paul, MN 55103
(Staffed 8:00 - 4:00, Monday - Friday, excluding holidays)
To obtain a copy of a form you can go to our web site at WWW.SOS.STATE.MN.US, or
contact us between 9:00am to 4:00pm Monday through Friday at (651) 298-2803 or
toll free 1-877-551-6767.
All of the information on this form is public. Minnesota law requires certain
information to be provided for this type of filing. If that information is not
included, your document may be returned unfiled. The document can be made
available in alternative formats, such as large print, Braille or audio tape by
calling (651) 298-2803/voice. For a TTY/TTD (deaf and hard of hearing)
communication, contact the Minnesota Relay Service at 1-800-627-3529 and ask
them to place a call to (651) 296-2803. The Secretary of State's Office does not
discriminate on the basis of race, creed, color, sex, sexual orientation,
national origin, age, marital status, disability, religion, reliance on public
assistance or political opinions or affiliations in employment or the provision
of service.
WRITTEN CONSENT TO ACTION WITHOUT MEETING OF THE DIRECTORS OF
THE CONSCIOUS COMPANY
A Minnesota CORPORATION
The undersigned, being all of the duly appointed and acting members of the Board
of Directors of The Conscious Company, a Minnesota corporation (the
"Corporation"), do hereby consent to the adoption of, and do hereby adopt, the
following resolutions with the same force and effect as if adopted at a meeting
of the Board of Directors duly called and held, pursuant to Minnesota Statutes
Chapter 302A and pursuant to the bylaws of the Corporation.
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1. NAME CHANGE
WHEREAS, the board of directors considers it in the best interests of the
Corporation to change its name to American Environmental Energy, Inc. in order
to reflect the current focus of the Corporation;
WHEREAS, a name change requires an amendment to the Corporation's articles of
incorporation;
RESOLVED THAT pursuant to Minnesota Statues Section 302A.135 subd. 7 the board
of directors approve the name change and directs its President to file the
Certificate of Amendment with the State of Minnesota Secretary of State.
2. AUTHORIZATION OF CORPORATE ACTIONS
RESOLVED THAT each officer of the Corporation is hereby authorized and directed
to do and perform, or cause to be done and performed, all such acts, deeds, and
things and to make, execute and deliver, or cause to be made, executed and
delivered, all such agreements, undertakings, documents, instruments or
certificates in the name and on behalf of the Corporation or otherwise as each
such officer may deem necessary or appropriate to effectuate or carry out fully
the purpose and intent of the foregoing resolutions and any of the transactions
contemplated thereby.
All actions heretofore taken by any director or officer of the Corporation in
connection with any matter referred to in the foregoing resolutions are hereby
approved, ratified and confirmed in all respects.
The secretary and any assistant secretary of the Corporation or any other
officer of the Corporation, is hereby authorized to certify and deliver, to any
person to whom such certification and delivery may be deemed necessary or
appropriate in the opinion or such officer, a true copy of the foregoing
resolutions.
APPROVAL
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Dated: April 10, 2008
The undersigned, being all the directors of The Conscious Company, waive the
required notice of meeting and consent to all actions taken hereby.
/S/ RANDY DREW
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Randy Drew
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
APR 14 2008