Exhibit 3.1.1
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
GRAY CREEK MINING, INC.
GRAY CREEK MINING, INC., a Nevada corporation (the "Corporation"), hereby
amends its Articles of Incorporation as follows:
1. Article I of the Articles of Incorporation of the Corporation is hereby
deleted in its entirety and amended to read as follows:
ARTICLE I.
The name of the corporation is BWI Holdings, Inc.
2. Article III of the Articles of Incorporation of the Corporation is
hereby deleted in its entirety and amended to read as follows:
ARTICLE III.
1. Authorized Stock. This corporation is authorized to issue the following
shares of capital stock:
(a) Common Stock. The aggregate number of shares of Common Stock which the
corporation shall have the authority to issue is One Hundred Million
(100,000,000) shares, par value $0.0001 per share.
(b) Preferred Stock. The aggregate number of shares of Preferred Stock
which the corporation shall have the authority to issue is Twenty Million
(20,000,000) shares, par value $0.0001 per share.
2. Description of Common Stock. Holders of Common Stock are entitled to one
vote for each share held of record on all matters submitted to a vote of
stockholders and may not cumulate their votes for the election of directors.
Shares of Common Stock are not redeemable, do not have any conversion or
preemptive rights, and are not subject to further calls or assessments once
fully paid.
Holders of Common Stock will be entitled to share pro rata in such dividends and
other distributions as may be declared from time to time by the board of
Directors out of funds legally available therefore, subject to any prior rights
accruing to any holders of preferred stock of the Company. Upon liquidation or
dissolution of the Company, holders of shares of Common Stock will be entitled
to share proportionally in all assets available for distribution to such
holders.
3. Description of Preferred Stock. The terms, preferences, limitations and
relative rights of the Preferred Stock are as follows:
(a) The Board of Directors is expressly authorized at any time and from
time to time to provide for the issuance of shares of Preferred Stock in one or
more series, with such voting powers, full or limited, but not to exceed one
vote per share, or without voting powers, and with such designations,
preferences and relative participating, optional or other special rights and
qualifications, limitations or restrictions, as shall be fixed and determined in
the resolution or resolutions providing for the issuance thereof adopted by the
Board of Directors, and as are not stated and expressed in this Certificate of
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Incorporation or any amendment hereto, including (but without limiting the
generality of the foregoing) the following:
(i) the distinctive designation of such series and the number of shares
which shall constitute such series, which number may be increased (but not above
the total number of authorized shares of Preferred Stock and, except where
otherwise provided by the Board of Directors in creating such series) or
decreased (but not below the number of shares thereof then outstanding) from
time to time by resolution by the Board of Directors;
(ii) the rate of dividends payable on shares of such series, the times of
payment, whether dividends shall be cumulative, the conditions upon which and
the date from which such dividends shall be cumulative;
(iii) whether shares of such series can be redeemed, the time or times
when, and the price or prices at which shares of such series shall be
redeemable, the redemption price, terms and conditions of redemption, and the
sinking fund provisions, if any, for the purchase or redemption of such shares;
(iv) the amount payable on shares of such series and the rights of holders
of such shares in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the corporation;
(v) the rights, if any, of the holders of shares of such series to convert
such shares into, or exchange such shares for, shares of Common Stock or shares
of any other class or series of Preferred Stock and the terms and conditions of
such conversion or exchange; and
(vi) the rights, if any, of the holders of shares of such series to vote.
(b) Except in respect of the relative rights and preferences that may be
provided by the Board of Directors as hereinbefore provided, all shares of
Preferred Stock shall be of equal rank and shall be identical, and each share of
a series shall be identical in all respects with the other shares of the same
series.
2. The foregoing Amendment was adopted on November 6, 2008, by the duly
authorized vote of the majority shareholders of the Corporation. Except as
amended hereby, the rest and remainder of the Corporation's Articles of
Incorporation shall be and remain in full force and effect. The number of votes
cast by the majority shareholders for the Amendment was sufficient for approval
by the shareholders.
3. This Amendment shall become effective upon filing.
Dated this 7th day of November 2008.
GRAY CREEK MINING, INC.
By: /s/ Jim Can
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Jim Can, CEO
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