Exhibit 3(i).3
ROSS MILLER
Secretary of State Document Number
206 North Carson Street 20090565449-74
Carson City, Nevada 89701-4298 Filing Date and Time
(775) 684-5708 4/22/2009 2:19 PM
Website: www.nvsos.gov Entity Number
E0112862009-0
Filed in the office of
CERTIFICATE OF AMENDMENT /s/ Ross Miller
(PURSUANT TO NRS 78.380) Ross Miller
Secretary of State
State of Nevada
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.380 - Before Issuance of Stock)
1. Name of Corporation:
Ciralight Global, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
Articles 3 and 4 are hereby amended to read in their entirely as follows, and
new Articles 8,9,10,11 and 12 are added to read in their entirety as follows:
ARTICLE 3.
SHARES OF STOCK
Number and Class. The amount of the total authorized capital stock of this
corporation is Sixty Million (60,000,000) shares consisting of Ten Million
(10,000,000) shares of preferred stock with a par value of $.001 and Fifty
Million (50,000,000) shares of voting common stock with a par value of $.001.
The Board of Directors may issue such shares of preferred stock in one or more
series, with such voting (continued on attached pp. 2-3)
3. The undersigned declare that they constitute at least two-thirds of the
incorporators [X], or of the board of directors [ ]. (check one box only)
4. Effective date of filing (optional)
5. The undersigned affirmatively declare that to the date of this certificate,
no stock of the corporation has been issued.
6 Signatures: (If more than two signatures, attach an 81/2" x 11" plain sheet
with the additional signatures.)
X /s/ Kevin E. McCann, Esq. X
- ------------------------------- -------------------------------
Authorized Signature: Kevin E. McCann, Esq. Authorized Signature
powers, designations, preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or resolutions adopted
by them.
NO PREEMPTIVE RIGHTS. Holders of the Common Stock of the corporation shall
not have any preference, preemptive right or right of subscription to acquire
any shares of the corporation authorized, issued or sold, or to be authorized,
issued or sold or to any obligations or shares authorized or issued or to be
authorized or issued, and convertible into shares of the corporation, nor to any
right of subscription thereto, other than to the extent, if any, the Board of
Directors in its discretion, may determine from time to time.
ASSESSMENT OF SHARES. The Common Stock of the corporation, after the amount
of the subscription price has been paid, in money, property or services, as the
directors of the corporation shall determine, shall not be subject to assessment
to pay the debts of the corporation, nor for any other purposes, and no stock
issued as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended this particular.
ARTICLE 8
PERIOD OF DURATION
This corporation is to have perpetual existence.
ARTICLE 9
DIRECTORS' AND OFFICERS' LIABILITY
A director or officer of the corporation shall not be personally liable to
this corporation or is stockholders for damages for breach of fiduciary duty as
a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (1) acts or omissions which involve
intentional misconduct, fraud or knowing violation of law or (ii) the unlawful
payment of dividends. Any repeal or modification of this Article by the
stockholders of corporation shall be prospective only and shall not adversely
affect any limitation on the personal liability of a director or officer of the
corporation for acts and omissions prior to such repeal or modification.
ARTICLE 10
INDEMNITY
Ever person who was or is party to, or is threatened to be made a party to,
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorney's fee, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person. The expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any Bylaw,
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under this Article.
Without limiting the application of the foregoing, the Board of Directors
may adopt Bylaws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted by the laws of the State of
Nevada and may cause the corporation to purchase and maintain Insurance on
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behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, against any liability asserted against such person
and incurred in any such capacity or arising out of such status, whether or not
the corporation would have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a person
who has ceased to be director, officer, employee or agent and shall inure to the
benefits of the heirs, executors and administrators of such person.
ARTICLE 11
AMENDMENTS
This corporation reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation or its Bylaws, in the
manner now or hereafter prescribed by statue or by these Articles of
Incorporation or said Bylaws, and rights conferred upon the stockholders are
granted subject to this reservation.
ARTICLE 12
POWERS OF DIRECTORS
In furtherance, and not in limitation of the powers conferred by statue or
the corporation's Bylaws, the Board of Directors is expressly authorized:
1. Subject to the Bylaws, if any are adopted by the stockholders, to
make, alter or repeal the Bylaws of corporation;
2. To authorize and cause to be executed mortgages and liens, with or
without limit as to amount, upon the real and personal property of the
corporation
3. To authorize the guaranty by the corporation of securities, evidences
of indebtedness and obligations of other persons, corporations and
business entities; and
4. To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purposes and to abolish
any such reserve or reserves.
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