Exhibit 3.01
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GL ENERGY AND EXPLORATION INC.
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Pursuant to Section 228 of the
General Corporation Law of Delaware
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The undersigned President of GL Energy and Exploration Inc.
("Corporation") DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is GL Energy and Exploration Inc.
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SECOND: The Certificate of Incorporation of the Corporation is hereby
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amended by deleting the first paragraph of Article FOURTH in its entirety and by
substituting the following in lieu thereof:
FOURTH: The total number of shares of capital stock of all classes
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which the Corporation shall have authority to issue is 105,000,000 shares, of
which 5,000,000 shares shall be Preferred Stock, par value $.001 per share, and
100,000,000 shares shall be Common Stock, par value $.001 per share."
Preferred Stock
1. Shares of Preferred Stock may be issued in one or more series at
such time or times and for such consideration as the Board of Directors may
determine. All shares of any one series shall be of equal rank and identical in
all respects.
2. Authority is hereby expressly granted to the Board of Directors
to fix from time to time, by resolution or resolutions providing for the
establishment and/or issuance of any series of Preferred Stock, the designation
of the series and the powers, preferences, and rights of the shares of the
series, and the qualifications, limitations, or restrictions thereof, including
the following:
(a) The distinctive designation and number of shares
comprising the series, which number may, except where otherwise provided by the
Board of Directors in creating the series, be increased or decreased from time
to time by action of the Board of Directors, but not below the number of shares
then outstanding;
(b) The rate of dividends, if any, on the shares of that
series, whether dividends shall be noncumulative, cumulative to the extent
earned, or cumulative, and if cumulative, from which date or dates, whether
dividends shall be payable in cash, property, or rights, or in shares of the
Corporation's capital stock, and the relative rights of priority, if any, of
payment of dividends on shares of that series over shares of any other series;
(c) Whether the shares of that series shall be redeemable and,
if so, the terms and conditions of the redemption, including the date or dates
upon or after which they shall be redeemable, the event or events upon or after
which they shall be redeemable or at whose option 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 dates, or the property or
rights, including securities of any other corporation, payable in case of
redemption;
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(d) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series and, if so, the terms and
amounts payable into the sinking fund;
(e) The rights to which the holders of the shares of that
series shall be entitled 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 in any such event;
(f) Whether the shares of that series shall be convertible
into or exchangeable for shares of stock of any other class or any other series
and, if so, the terms and conditions of the conversion or exchange, including
the rate or rates of conversion or exchange, the date or dates upon or after
which they shall be convertible or exchangeable, the duration for which they
shall be convertible or exchangeable, the event or events upon or after which
they shall be convertible or exchangeable or at whose option they shall be
convertible or exchangeable, and the method, if any, of adjusting the rates of
conversion or exchange in the event of a stock split, stock dividend,
combination of shares, or similar event;
(g) Whether the issuance of any additional shares of the
series, or of any shares of any other series, shall be subject to restrictions
as to issuance, or as to the powers, preferences, or rights of any such other
series; and
(h) Any other preferences, privileges, and powers and
relative, participating, optional, or other special rights and qualifications,
limitations, or restrictions of the series, as the Board of Directors may deem
advisable and as shall not be inconsistent with the provisions of this
Certificate of Incorporation and to the full extent now or hereafter permitted
by the laws of the State of Delaware.
Common Stock
1. After the requirements with respect to preferential dividends,
if any, on any series of Preferred Stock, fixed pursuant to paragraph A(2)(b) of
this Article Fourth shall have been met, then, and not otherwise, the holders of
Common Stock shall receive, to the extent permitted by law and to the extent the
Board of Directors shall determine, such dividends as may be declared from time
to time by the Board of Directors.
2. After distribution in full of the preferential amount, if any,
fixed pursuant to paragraph A(2)(e) of this Article Fourth, to be distributed to
the holders of any series of Preferred Stock in the event of the voluntary or
involuntary liquidation, dissolution, or winding-up of the Corporation, the
holders of the Common Stock shall be entitled to receive such of the remaining
assets of the Corporation of whatever kind available for distribution to the
extent the Board of Directors shall determine.
3. Except as may be otherwise required by law or by this
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect of each share of such stock held by him on all matters voted upon by the
stockholders.
Preemptive Rights
No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for,
purchase, or receive any shares of stock of the Corporation of any class, now or
hereafter authorized, or any options or warrants for such shares, or any rights
to subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold, or offered for sale by the Corporation.
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THIRD: The foregoing Amendment of the Certificate of Incorporation
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was duly approved by the Corporation's Board of Directors in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware and thereafter was duly adopted by the consent of the holders of a
majority of the outstanding voting stock of the Corporation in accordance with
the provisions of Sections 228 and 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, I have executed this Certificate of Amendment this
4th day of September, 2002.
/s/ Mitchell Geisler
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Mitchell Geisler, President
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