Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Novus Robotics Inc. | v195791_8k.htm |
| EX-3.1 - EX-3.1 - Novus Robotics Inc. | v195791_ex3-1.htm |
EXHIBIT
3.2
|
Filed
in the office of
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Document
Number
|
|
|
ROSS
MILLER
|
/s/
Ross Miller
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20100555880-24
|
|
Secretary
of State
|
Ross
Miller
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Filing
Date and Time
|
|
204
North Carson Street, Suite 1
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Secretary
of State
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07/27/2010
11:30 AM
|
|
Carson
City, Nevada 89701-4299
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State
of Nevada
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Entity
Number
|
|
(775)
684 5708
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E0400822005-1
|
|
|
Website:
www.nvsos.gov
|
Certificate of Designation
For
For Nevada Profit
Corporations
(PURSUANT
TO NRS 78.1955)
1.
Name of corporation:
Ecoland
International, Inc.
2.
By resolution of the board of directors pursuant to a provision in the articles
of incorporation this certificate establishes the following regarding the voting
powers, designations, preferences, limitations, restrictions and relative rights
of the following class or series of stock :
One
million (1,000,000) shares of the Preferred Stock of Ecoland International, Inc.
(the “Corporation”) are hereby designated as “Series B Preferred Stock. The
holders of the Series B Preferred Stock of Ecoland International, Inc. (the
“Corporation”) shall have the same rights, terms and preferences as the holders
of common stock, and in addition thereto, the holders of the Series B Preferred
Stock shall have the following rights:
[continued
on following page]
3.
Effective date of filing (optional):
4. Signature (required): /s/ David Wallace ,
President
Page 1 of
3
ECOLAND
INTERNATIONAL, INC.
CERTIFICATE
OF DESIGNATION
PAGE 2
OF 3
1.
Voting Rights.
Except as otherwise expressly provided or required by law, the Series B
Preferred Stock shall vote or act by written consent together with the common
stock and not as a separate class. Each share of Series B Preferred Stock shall
have that number of votes equal to five thousand (5,000) shares of common stock
at any special or annual meeting of the stockholders of the Corporation and in
any act by written consent in lieu of any special or annual meeting of the
stockholders of the Corporation. In the case the Corporation shall at any time
subdivide (by any share split, share dividend or otherwise) its outstanding
shares of common stock into a greater number of shares, the number of shares of
common stock of which are equal in voting power to each share of Series B
Preferred Stock, as in effect immediately prior to such subdivision, shall be
proportionately increased and, conversely, in case the outstanding common stock
shall be combined into a smaller number of shares, the number of shares of
common stock of which are equal in voting power to each share of Series B
Preferred Stock, as in effect immediately prior to such combination, shall be
proportionately reduced.
2.
Right to
Convert.
2.1
Conversion
Ratio. Each share of Series B Preferred Stock shall be convertible, at
the option of the holder thereof, at any time after the date of issuance of such
share, at the office the Corporation or any transfer agent for such stock, into
one (1) fully paid and nonassessable share of common stock.
2.2
Mechanics of
Conversion. No fractional shares of common stock shall be issued upon
conversion of Preferred Stock. In lieu of any ‘fractional shares to which the
holder would otherwise be entitled, the Corporation shall pay cash equal to such
fraction multiplied by the then fair market value of a share of common stock as
determined by the Board of Directors. For such purpose, all shares of Series B
Preferred Stock held by each holder of Series B Preferred Stock shall be
aggregated, and any resulting fractional share of common stock shall be paid in
cash. Before any holder of Series B Preferred Stock shall be entitled to convert
the same into full shares of common stock, and to receive certificates therefor,
such holder shall (A) either (i) surrender the certificate or certificates
therefor, duly endorsed, at the office of the Corporation or of any transfer
agent for the Preferred Stock or (ii) notify the Corporation or its transfer
agent that such certificates have been lost, stolen or destroyed and execute an
agreement satisfactory to the Corporation to indemnify the Corporation from any
loss incurred by it in connection with such certificates, and (B) shall give
written notice to the Corporation at its principal corporate office that such
holder elects to convert such shares. The Corporation shall, as soon as
practicable thereafter, issue and deliver to such holder of Series B Preferred
Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of common stock to which such holder shall
be entitled upon such conversion. Such conversion shall be deemed to have been
made immediately prior to the close of business on the date on which the
requirements of the fourth sentence of this paragraph have been satisfied with
respect to the shares of such Preferred Stock to be converted, and the person or
persons entitled to receive
the shares of common stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of common stock as
of such date.
ECOLAND
INTERNATIONAL, INC.
CERTIFICATE
OF DESIGNATION
PAGE 3
OF 3
2.3 Reservation of Stock
Issuable Upon Conversion. The Corporation shall at all times reserve and
keep available out of its authorized but unissued shares of common stock, solely
for the purpose of effecting the conversion of the shares of the Series B
Preferred Stock, such number of its shares of common stock as shall from time to
time be sufficient to effect the conversion of all outstanding shares of such
series of Preferred Stock; and if at any time the number of authorized but
unissued shares of common stock shall not be sufficient to effect the conversion
of all then outstanding shares of such series of Preferred Stock, in addition to
such other remedies as shall be available to the holder of such Preferred Stock,
the Corporation will take such corporate action as may be necessary to increase
its authorized but unissued shares of common stock to such number of shares as
shall be sufficient for such purposes, including, without limitation, engaging
in best efforts to obtain the requisite shareholder approval of any necessary
amendment to the Articles of Incorporation, as amended, of the
Corporation.
3.
Protective
Provisions. So long as any shares of Series B Preferred Stock are
outstanding, the Corporation shall not, without first obtaining the approval (by
vote or written consent, as provided by law) of the holders of at least a
majority of the then outstanding shares of Series B Preferred Stock, voting as a
separate class, change or modify the rights, preferences or other terms of the
Series B Preferred Stock, or increase or decrease the number of authorized
shares of Series B Preferred Stock
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