Exhibit 3(i).3
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
ARTICLES OF AMENDMENT OF
NOXSO CORPORATION
The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article
11 of the Code of Virginia, hereby executes the following articles of amendment
and sets forth:
The name of the corporation is
NOXSO CORPORATION.
1. The Articles of Incorporation of NOXSO CORPORATION are hereby amended by
replacing ARTICLE THIRD in its entirety with the following:
THIRD: The total number of shares of all classes which the Corporation
is authorized to have outstanding is One Hundred Million (100,000,000) shares of
which stock Eighty Million (80,000,000) shares in the par value of $.01 each,
amounting in the aggregate to Eight Hundred Thousand Dollars ($800,000) shall be
voting common stock and of which Twenty Million (20,000,000) shares in the par
value of $.01 each, amounting in the aggregate to Two Hundred Thousand Dollars
($200,000), shall be preferred stock.
The board of directors is authorized, subject to limitations prescribed
by law, to provide for the issuance of the authorized shares of preferred stock
in series, and by filing an amendment to these Articles of Incorporation
pursuant to the applicable law of the State of Virginia, to establish from time
to time the number of shares to be included in each such series and the
qualifications, limitations or restrictions thereof. The authority of the board
with respect to each series includes, but is not limited to, determination of
the following:
(1) The number of shares constituting that series and the
distinctive designation of that series;
(2) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payment
of dividends on shares of that series;
(3) Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of
such voting rights;
(4) Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events
as the Board of Directors shall determine;
(5) Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption,
including the date or date upon or after which they shall be
redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions,
and at different redemption rates;
(6) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so,
the terms and amount of such sinking fund;
(7) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding
up of the corporation, and the relative rights of priority, if
any, of payment of shares of that series;
(8) Any other relative rights, preferences and limitations of that
series, unless otherwise provided by the certificate of
determination.
2. The foregoing amendment was adopted on MAY 6, 2004.
3. The method of amendment was by a vote held at a Special Stockholder's Meeting
of all stockholders held on May 6, 2004.
4. The amendment was proposed by the board of directors and submitted to the
shareholders in accordance with the provisions of Chapter 9 of Title 13.1 of the
Code of Virginia, and:
(a) The designation, number of outstanding shares, and number of votes
entitled to be cast by the Common Stockholders of the Company as the only voting
group in the Company entitled to vote separately on the amendment was:
Total Number of Number of Outstanding %
Designation Shares Outstanding Shares Voting Voting
----------- ------------------ --------------------- ------
COMMON STOCK 11,787,150 10,357,707 87.87%
(b) The total number of votes cast for and against the amendment by the
Common Stockholders voting group entitled to vote separately on the amendment
was:
Total No. of Votes Total No. of Votes
Cast FOR the Cast AGAINST the Total No. of Votes
Voting Group Amendment Amendment Cast to ABSTAIN
------------ ------------------ ------------------ ------------------
COMMON
STOCKHOLDERS 10,357,487(99.99%) -0- 220 (<0.01%)
(c) And the number cast for the amendment(s) by each voting group was
sufficient for approval by that voting group.
Executed in the name of the corporation by:
/s/ Richard J. Anderson December 29, 2004
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Richard J Anderson President
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0198507-6 (801) 296-6976
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Corporate ID Number,
Commonwealth of Virginia