Attached files
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| 8-K - Graystone Co | graystone8k123112.htm |
Exhibit 3.1
EXECUTION COPY
CERTIFICATE OF DESIGNATION,
PREFERENCES AND RIGHTS
of
SERIES A PREFERRED STOCK
of
THE GRAYSTONE COMPANY, INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
The Graystone Company, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the Board of Directors of the Corporation (the “Board of Directors” or the “Board”), pursuant to authority of the Board of Directors as required by Section 151 of the Delaware General Corporation Law, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, each as amended and restated through the date hereof, has and hereby authorizes a series of the Corporation’s previously authorized Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:
I. DESIGNATION AND AMOUNT
The designation of this series, which consists of 100,000,000 shares of Preferred Stock, is the Series A Preferred Stock (the “Series A Preferred Stock”) and the face amount shall be $0.001 per share (the “Face Amount”).
II. RANK
All shares of the Series A Preferred Stock shall rank pari passu with the Corporation’s Class A and Class B Common Stock.
III. LIQUIDATION PREFERENCE
The Series A Preferred shall have no liquidation preference over any other class of stock.
IV. VOTING RIGHTS
Except as otherwise required by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock or any other class or series of preferred stock) for the taking of any corporate action.
V. DIVIDEND RIGHTS
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(1)
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The holders of the Series A Preferred shall receive the following dividend:
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The greater of the following: (a) $.0001 per share annualized dividend or (b) 10% of the Gross Revenue from the joint venture projects in Suriname relating to the term sheet executed by the Company on December 19, 2012. Gross Revenue shall be defined as any revenue generated by the joint ventures operations, before deductions for expenses for the period of the dividend.
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(2)
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The Board of Directors shall have the following powers in relation to the dividend:
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a.
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determine the declaration date;
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b.
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determine the dates covered by the dividend;
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c.
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determine the date of record for the dividend;
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d.
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determine the payment date for the dividend;
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e.
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may pay the dividend either as a monthly, quarterly, bi-annual, annual or biennial dividend (which the Board may change by a simple majority vote of the Board of Directors of the Company); and
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f.
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may issue a special dividend in addition to the dividend rights provided herein.
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(3)
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Additionally, the Board may defer the dividend payment for a period of up to 12 months from the payment date.
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VI. CONVERISON RIGHTS
The Series A Preferred Stock shall not be entitled to convert into any other class of stock of the Company.
IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation this 31st Day of December 2012.
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The Graystone Company, Inc.
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| By: /s/ Joseph Mezey | |
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Name: Joseph Mezey
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Title: CFO
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