CERTIFICATE OF DESIGNATIONS
OF
THE WORLD GOLF LEAGUE, INC.
ESTABLISHING THE DESIGNATIONS, PREFERENCES,
LIMITATIONS AND RELATIVE RIGHTS OF ITS
SERIES A PREFERRED STOCK
Pursuant to Section 151 of the Delaware General Corporation Law, The World
Golf League, Inc., a corporation organized and existing under the Delaware
General Corporation Law (the "Company"),
DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Board
of Directors by the Certificate of Incorporation, as amended, of the Company,
and pursuant to Section 151 of the Delaware General Corporation Law, the Board
of Directors, by unanimous written consent of all members of the Board of
Directors on September ___, 2003, duly adopted a resolution providing for the
issuance of a series of 1,000,000 shares of Series A Preferred Stock, which
resolution is and reads as follows:
RESOLVED, that pursuant to the authority expressly granted to and invested
in the Board of Directors of The World Golf League, Inc. (the "Company") by
the provisions of the Certificate of Incorporation of the Company, as
amended, a series of the preferred stock, par value $.01 per share, of the
Company be, and it hereby is, established; and
FURTHER RESOLVED, that the series of preferred stock of the Company be, and
it hereby is, given the distinctive designation of "Series A Preferred
Stock"; and
FURTHER RESOLVED, that the Series A Preferred Stock shall consist of
1,000,000 shares; and
FURTHER RESOLVED, that the Series A Preferred Stock shall have the powers
and preferences, and the relative, participating, optional and other
rights, and the qualifications, limitations, and restrictions thereon set
forth below:
Section 1. DESIGNATION OF SERIES; RANK. The shares of such series shall
be designated as the "Series A Preferred Stock" (the "Preferred Stock") and the
number of shares initially constituting such series shall be up to 1,000,000.
The Preferred Stock, with respect to distributions upon liquidation, dissolution
or winding up, ranks (i) junior to any series of preferred stock of the Company
the terms of which specifically provide that such series ranks senior to the
Preferred Stock (the "Senior Stock"), (ii) PARI PASSU with any other series of
preferred stock of the Company the terms of which specifically provide that such
series ranks PARI PASSU with the Preferred Stock (the "Parity Stock") and (iii)
senior to the common stock, par value $.01 per share, of the Company ("Common
Stock") and any series of preferred stock the terms of which specifically
provide that such series ranks junior and subordinate to the preferred Stock
(the "Junior Stock"). So long as any shares of Preferred Stock remain
outstanding, the Company's Certificate of Incorporation shall specify that any
other class or series of stock issued, other than Common Stock, is either Senior
Stock, Parity Stock or Junior Stock. The Preferred Stock shall be subject to
the creation of Senior Stock, Parity Stock and Junior Stock.
Section 2. DIVIDENDS. The holders of Preferred Stock shall not be
entitled to receive any dividends paid on the Common Stock.
Section 3. LIQUIDATION PREFERENCE
3.1 DISTRIBUTION AMOUNT. In the event of a voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of shares of
the Preferred Stock are not entitled to receive out of the assets of the Company
available for distribution to shareholders any distribution of assets. Neither
a consolidation, merger or other business combination of the Company with or
into another corporation or other entity nor a sale, lease, or exchange or
transfer of all or part of the Company's assets for cash, securities or other
property will be considered a liquidation, dissolution or winding up of the
Company.
Section 4. VOTING.
4.1 VOTING RIGHTS. The holders of the Preferred Stock will have no
voting rights except as described in this Section 4 or as required by law. In
exercising any such vote, each outstanding share of Preferred Stock will be
entitled to three hundred (300) votes, excluding shares held by the Company or
any entity controlled by the Company, which shares shall have no voting rights.
4.2 ELECTION OF DIRECTORS. For so long as any shares of the Preferred
Stock remain issued and outstanding, the holders thereof, voting separately as a
class, shall have the right to elect one director to serve on the Company's
Board of Directors. The Company shall cause to be nominated as a candidate for
such director position any person that, at least 60 calendar days before any
meeting (i) is designated in writing by a holder of Preferred Stock, (ii) who
agrees in writing to serve if elected and (iii) who provides the Company with a
reasonable description of his personal and business background and
qualifications to serve as a director of the Company; PROVIDED, HOWEVER, that
the Company may refuse to cause any person to be so nominated if, based on a
review of such person's qualifications, the Board of Directors reasonably
concludes that such person is unfit to serve as director of the Company. From
and after such appointment (i) such director shall serve until the next annual
meeting of the shareholders of the Company and until his successor has been
elected and qualifies and (ii) at each annual meeting of the shareholders of the
Company, the Preferred Stock, voting as a single class, shall be entitled to
elect one director of the Company. Cumulative voting by holders of Preferred
Stock is prohibited. Any vacancy on the Board of Directors caused by the death
or resignation of a director so elected or appointed shall be filled at the next
annual meeting of the shareholders of the Company, PROVIDED, HOWEVER, that the
Board of Directors shall promptly appoint to fill such vacancy any qualified
person designated in writing by the holders of more than 50% of the then
outstanding Preferred Stock. The term of office of the director designated by
the holders of the Preferred Stock will terminate immediately upon there being
no shares of Preferred Stock remaining outstanding.
4.3 AMENDMENTS TO ARTICLES AND BYLAWS. So long as Preferred Stock is
outstanding, the Company shall not, without the affirmative vote of the holders
of at least 66-2/3% of all outstanding shares of Preferred Stock, voting
separately as a class (i) amend, alter or repeal any provision of the
certificate of incorporation or the bylaws of the Company so as to adversely
affect the designations, preferences, limitations and relative rights of the
Preferred Stock or (ii) effect any reclassification of the Preferred Stock.
4.4 AMENDMENT OF RIGHTS OF PREFERRED STOCK. The Company shall not,
without the affirmative vote of the holders of at least 66-2/3% of all
outstanding shares of Preferred Stock, amend, alter or repeal any provision of
this Statement of Designations, PROVIDED, HOWEVER, that the Company may, by any
means authorized by law and without any vote of the holders of shares of
Preferred Stock, make technical, corrective, administrative or similar changes
in this Statement of Designations that do not, individually or in the aggregate,
adversely affect the rights or preferences of the holders of shares of preferred
Stock.
Section 5. REDEMPTION
5.1 OPTIONAL REDEMPTION.
(a) The Company shall have the right to redeem any or all of the
outstanding shares of preferred Stock at a per share redemption price (the
"Redemption Price") equal to $.05 per share and an aggregate of Fifty Thousand
Dollars ($50,000.00).
(b) No sinking fund shall be established for the preferred Stock.
(c) Notice of any proposed redemption of shares of preferred Stock shall
be mailed by means of first class mail, postage prepaid, addressed to the
holders of record of the shares of preferred Stock to be redeemed, at their
respective addresses then appearing on the books of the Company, at least 20,
but not more then 60 days before the date fixed for such redemption (herein
referred to as the "Redemption Date"). Each such notice shall specify (i) the
Redemption Date, (ii) the Redemption Price, (iii) the place for payment and for
delivering the stock certificate(s) and transfer instrument(s) in order to
collect the Redemption Price and (iv) the number of shares, and the class or
series of, Preferred Stock to be redeemed. Any notice mailed in such manner
shall be conclusively deemed to have been duly given when mailed whether or not
such notice is in fact received. If less than all the outstanding shares of
Preferred Stock are to be redeemed, the Company will select those to be redeemed
PRO RATA, by lot or in such other manner determined by the Board of Directors.
In order to facilitate the redemption of the shares of Preferred Stock, the
Board of Directors may fix a record date for determination of holders of
Preferred Stock to be redeemed, which date shall not be more than 60 and less
than 10 days before the Redemption Date with respect thereto.
(d) The holder of any shares of preferred Stock that are redeemed shall
not be entitled to receive payment of the Redemption Price for such shares until
such holder shall cause to be delivered to the place specified in the notice
given with respect to such redemption (i) the certificate(s) representing such
shares of preferred Stock, and (ii) transfer instrument(s) satisfactory to the
Company and sufficient to transfer such shares of preferred Stock to the Company
free of any adverse interest. No interest shall accrue on the Redemption Price
of any share of Preferred Stock after its Redemption Date.
(e) At the close of business on the Redemption Date for any share of preferred
Stock to be redeemed, such share shall (provided the Redemption Price of such
share has been paid or properly provided for) be deemed to cease to be
outstanding and all rights of any person other than the Company in such share
shall be extinguished on the Redemption Date for such share except for the right
to receive the Redemption Price, without interest, for such share in accordance
with the provisions of this Section 5, subject to applicable escheat laws.
(f) If any shares of preferred Stock shall be converted into Common Stock
pursuant to Section 6, then (i) the Company shall not have the right to redeem
such shares, and (ii) any funds that shall be been deposited for the payment of
the Redemption Price for such shares shall be returned to the Company
immediately after such conversion.
5.2 NO MANDATORY REDEMPTION. Except as expressly set forth herein, no
holder of Preferred Stock shall have any right to require the Company to redeem
any or all of the shares of Preferred Stock.
Section 6. CONVERSION RIGHTS
6.1 CONVERSION.
The Preferred Stock is not convertible.
Section 7. STATUS OF REACQUIRED SHARES OF PREFERRED STOCK. Shares of
Preferred Stock issued and reacquired by the Company shall not be reissued by
the Company as shares of Preferred Stock but shall have the status of authorized
and unissued shares of Preferred Stock, undesignated as to series, subject to
later issuance.
Section 8. PREEMPTIVE RIGHTS. The holders of shares of Preferred Stock are
not entitled to any preemptive or subscription rights in respect of any
securities of the Company.
Section 9. NOTICES. Any notice required hereby to be given to the holders
of shares of preferred Stock shall be deemed given if deposited in the United
States mail, postage prepaid, and addressed to each holder of record at his
address appearing on the books of the Company.
IN WITNESS WHEREOF, the Company has caused this statement to be duly executed by
its President this _____ day of September, 2003.
THE WORLD GOLF LEAGUE, INC.
By: /s/ Michael S. Pagnano
-----------------------------
Michael S. Pagnano, President