Exhibit 3.2 Articles of Designation
ARTICLES OF DESIGNATION
of
SERIES A PREFERRED STOCK
of
AZTEC OIL & GAS, INC.
Pursuant to Section 78.195 of the
Revised Statutes of the State of Nevada
AZTEC OIL & GAS, INC., a corporation organized and existing under the laws
of the State of Nevada (the "Corporation"), does hereby certify that, pursuant
to the authority conferred on its board of directors (the "Board of Directors")
by its articles of incorporation (the "Articles of Incorporation"), as amended,
and in accordance with Section 78.195 of the Revised Statutes of the State of
Nevada ("NRS"), the Board of Directors (or, as to certain matters allowed by
law, a duly authorized committee thereof) adopted the following resolution
establishing a series of 100,000 shares of Preferred Stock of the Corporation
designated as "Series A Preferred Stock."
RESOLVED, that pursuant to the authority conferred on the
Board of Directors of this Corporation (the "Corporation") by
the Articles of Incorporation, a series of Preferred Stock,
$.001 par value, of the Corporation be and hereby is
established and created, and that the designation and number
of shares thereof and the voting and other powers,
preferences and relative, participating, optional or other
rights of the shares of such series and the qualifications,
limitations and restrictions thereof are as follows:
Preferred Stock
1. Designation and Amount. There shall be a series of Preferred Stock
designated as "Series A Preferred Stock," and the number of shares
constituting such series shall be 100,000. Such series is referred to herein
as the "Preferred Stock."
2. Stated Capital. The amount to be represented in stated capital at
all times for each share of Preferred Stock shall be $.001.
3. Rank. All shares of Preferred Stock shall rank pari passu with all
of the Corporation's Common Stock, par value $.001 per share (the "Common
Stock"), now or hereafter issued, as to distributions of assets upon
liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary, but not as to payment of dividends.
4. Dividends. No dividend shall be declared or paid on the Preferred
Stock.
5. No Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution, or winding-up of the Corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of any series of preferred stock, having a priority on
liquidation superior to that of the Preferred Stock, the holders of shares of
Preferred Stock shall be entitled to participate with the Common Stock in all
of the remaining assets of the Corporation available for distribution to its
stockholders, ratably with the holders of Common Stock in proportion to the
number of shares of Common Stock held by them, assuming for each holder of
Preferred Stock on the record date for such distribution that each holder was
the holder of record of the number (including any fraction) of shares of Common
Stock into which the shares of Preferred Stock then held by such holder are
then convertible. A liquidation, dissolution, or winding-up of the
Corporation, as such terms are used in this Section 5, shall not be deemed to
be occasioned by or to include any merger of the Corporation with or into one
or more corporations or other entities, any acquisition or exchange of the
outstanding shares of one or more classes or series of the Corporation, or any
sale, lease, exchange, or other disposition of all or a part of the assets of
the Corporation..
6. Voting Rights. Except as otherwise required by law, the shares of
outstanding Preferred Stock shall have the number of votes equal to seventy
percent (70%) of votes of all outstanding shares of capital stock such that
the holders of outstanding shares of Preferred Stock shall always constitute
70% of the voting rights of the Corporation. Except as otherwise required by
law or by these Articles, the holders of shares of Common Stock and Preferred
Stock shall vote as separate classes and not together.
7. No Redemption. The shares of Preferred Stock are not redeemable.
8. Conversion Provisions. The holders of Preferred Stock shall not
have right to convert any or all of the shares of Preferred Stock into any
other class or series of security.
9. Outstanding Shares. For purposes of these Articles of Designation,
all shares of Preferred Stock shall be deemed outstanding except (i) from the
date of surrender of certificates representing shares of Preferred Stock, all
shares of Preferred Stock converted into Common Stock; and (ii) from the date
of registration of transfer, all shares of Preferred Stock held of record by
the Corporation or any subsidiary of the Corporation.
10. The Securities Act of 1933
(a) Securities Not Registered. The shares of Preferred Stock have not
been registered under the Securities Act of 1933 or the laws of any state of
the United States and may not be transferred without such registration or an
exemption from registration.
(b) Restrictive Legends. Each share of Preferred Stock and certificate
for Common Stock issued upon the conversion of any shares of Preferred Stock,
and each preferred stock certificate issued upon the transfer of any such
shares of Preferred Stock or Common Stock (except as otherwise permitted by
this Section 10), shall be stamped or otherwise imprinted with a legend in
substantially the following form:
"The securities represented hereby have not been registered under the
Securities Act of 1933. Such securities may not be sold or transferred in
the absence of such registration or an exemption therefrom under said Act."
11. Severability of Provisions. Whenever possible, each provision hereof
shall be interpreted in a manner as to be effective and valid under applicable
law, but if any provision hereof is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only the extent of such
prohibition or invalidity, without invalidating or otherwise adversely
affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change
as shall be necessary to render the provision in question effective and valid
under applicable law.
IN WITNESS WHEREOF, Aztec Oil & Gas, Inc. has caused this certificate
to be signed by its President, and its corporate seal to be hereunto affixed
and attested by its Secretary, as of the 24th day of August, 2004.
AZTEC OIL & GAS, INC.
[Corporate Seal]
By:
------------------------------------
L. Mychal Jefferson, II, President
Attest:
By:
-----------------------------
Monica Jefferson, Secretary
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on August 24, 2004 by
L. Mychal Jefferson, II as President and Monica Jefferson as Secretary of
Aztec Oil & Gas, Inc.
____________________________
Signature of notarial officer
My commission expires ______________
(Seal)