EX-3.1 2 ex3-1.htm

 

EXHIBIT 3.1

 

 

 1 

 

 

 

 2 

 

 

UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS

IN LIEUE OF A SPECIAL MEETING

OF

GEX MANAGEMENT, INC.

 

The undersigned, being all of the members of the Board of Directors of GEX Management, Inc., a Texas corporation (the “Corporation”), hereby take the following corporate action and adopt the following resolutions, effective this 19th day of February 2019, which corporate action and resolutions shall have the same force and effect as a unanimous vote of all the directors of the Corporation at a formal special meeting of the Board of Directors of said Corporation:

 

That on February 19, 2019, the undersigned, constituting all of the members of the Corporation’s Board of Directors, are duly elected directors and officers, agreed to adopt the following resolutions:

 

RESOLVED, that the Corporation ratifies and approves the authorization of (800,000) shares of a newly authorized Series A1 Voting Preferred Stock (the “Series A1 Preferred Stock”), having the rights and privileges set forth below and as specified in the Certificate of Designation of Preferences, Rights and Limitations of Series A1 Preferred Stock, which have become part of the Corporation’s book and records; and

 

FURTHER RESOLVED, that the Corporation ratifies and approves the issuance to Srikumar Vanamali, the Corporation’s Interim CEO and Executive Director, of four hundred thousand (400,000) shares of this Series A1 Preferred Stock; and

 

FURTHER RESOLVED, that the Corporation ratifies and approves the issuance to Shaheed Bailey, the Corporation’s Interim Chief Investment Officer and Director, of four hundred thousand (400,000) shares of this Series A1 Preferred Stock; and

 

FURTHER RESOLVED, that the Corporation ratifies and approves the following rights and privileges of the Series A1 Preferred Stock;

 

vii. The designation of this series, the authorized amount of which consists of eight hundred thousand (800,000) shares with a par value of $0.001 per share shall be “Series A1 Preferred Voting Stock” or “Series A1 Preferred Stock;”
viii. The Series A1 Preferred Stock shall rank senior to the Corporation’s common stock, par value $0.001 (“the Common Stock”) but junior to any class or series of the Corporation’s preferred stock hereafter created and/or issued;
ix. Except as otherwise provided herein or by law and in addition to any right to vote as a separate class as provided by law, the holder of the Series A1 Preferred Stock shall have full voting rights and powers on all matters subject to a vote by the holders of the Corporation’s Common Stock and shall be entitled to notice of any shareholders meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, with respect to any question upon which holders of Common Stock having the right to vote, including, without limitation, the right to vote for the election of directors, voting together with the holders of Common Stock as one class. For so long as Series A1 Preferred Stock is issued and outstanding, the holders of Series A1 Preferred Stock shall vote together as a single class with the holders of the Corporation’s Common Stock and the holders of any other class or series of shares entitled to vote with the Common Stock, with the holders of Series A1 Preferred Stock being entitled to fifty-one percent (51%) of the total votes on all such matters regardless of the actual number of shares of Series A1 Preferred Stock then outstanding, and the holders of Common Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.
x. Unless otherwise declared from time to time by the Board of Directors, out of funds legally available thereof, the holders of shares of the outstanding shares of Series A1 Preferred Stock shall not be entitled to receive dividends, and
xi. The holders of Series A1 Preferred Stock shall not be entitled, as a matter of right, to subscribe for, purchase or receive any part of any stock of the Corporation of any class whatsoever, or of securities convertible into or exchangeable for any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend by virtue of the Series A1 Preferred Stock nor shall the shares of Series A1 Preferred Stock be convertible into shares of the Corporation’s Common Stock.
xii. The holder or holders of the Series A1 Preferred Stock shall not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary.

 

 3 

 

 

FURTHER RESOLVED, that any action taken or to be taken by the Corporation’s Chief Executive Officer or Chief Operating Officer for and on behalf of the Corporation in connection with the foregoing resolutions are hereby ratified and approved as the actions of the Corporation.

 

The signature below are the genuine signatures of such persons

 

GEX Management, Inc.  
   
/s/ Srikumar Vanamali  
Srikumar Vanamali, Interim Chief Executive Officer and Executive Director  
   
/s/ Shaheed Bailey  
Shaheed Bailey, Interim Chief Investment Officer  

 

 4