EX-3.2 4 ex3-2.htm CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION

 

Exhibit 3.2

 

 

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Article 6 – Authorized Shares Continued

 

The total number of shares of stock that the Corporation shall have authority to issue is 210,000,000 consisting of 200,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and 10,000,000 shares of “blank check” preferred stock par value $0.0001 per share (“Preferred Stock”).

 

Shares of Preferred Stock of the Corporation may be issued from time to time in one or more series, each of which shall have such distinctive designation or title as shall be determined by the Board of Directors of the Corporation (“Board of Directors”) prior to the issuance of any shares thereof. Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the corporation entitled to vote generally in the election of the directors (the “Voting Stock”), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

 

Article 7 - Directors

 

The number of directors of the Corporation may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, that the number of directors shall never be less than one. In the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum, subject to Section 21.410(d) of the Texas Business Organizations Code, where applicable.

 

Article 8 - Stock

 

No fully paid shares of any class of stock of the Corporation shall be subject to any further call or assessment in any manner or for any cause. The good faith determination of the Board of Directors of the Corporation shall be final as to the value received in consideration of the issuance of fully paid shares.

 

Article 9 – Quorum

 

Except as otherwise provided under applicable law or the Bylaws of the Corporation in effect from time to time, with respect to any matter, a quorum will be present at a meeting of shareholders if the holders of a majority of the voting power of all of the issued and outstanding shares of stock entitled to vote on that matter are represented at the meeting in person or by proxy. A majority of the directors then in office shall constitute a quorum for all purposes at any meeting of the Board.

 

Page 1 of 3
Certificate of Amendment (continued)
Mangoceuticals, Inc.

 

 

Article 10 - Voting

 

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to fix the amount to be reserved as working capital over and above its paid-in capital stock, and to authorize and cause to be executed, mortgages and liens upon the real and personal property of the Corporation.

 

Any action required to be taken at any annual or special meeting of stockholders of the Corporation or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken, shall have been signed by the holder or holders having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting, in which each owner or holder entitled to vote on the action is present and votes. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

 

Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 50 days of the earliest dated consent delivered in the manner required by this section to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

 

As authorized by Section 21.365 of the Texas Business Organizations Code, in lieu of the vote required by Section 21.457 or Section 21.364 of the Texas Business Organizations Code, the shareholders by Majority Vote shall approve (a) any “fundamental action” as defined in Section 21.364 of the Texas Business Organizations Code, (b) the sale, transfer, or disposition of all or substantially all of the assets of the Corporation, (c) any fundamental business transaction specified in Subchapter J of Section 21 of the Texas Business Organizations Code, and (c) any reorganization, merger, interest exchange, conversion. “Majority Vote” means the affirmative vote of the holders of a majority of the shares entitled to vote on, and who vote for, against, or expressly abstain from voting on, the matter at a shareholder’s meeting at which a quorum is present.

 

Page 2 of 3
Certificate of Amendment (continued)
Mangoceuticals, Inc.

 

 

Article 11 – Personal Liability of Directors

 

The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the Texas Business Organizations Code, as the same may be amended and supplemented.

 

Article 12 - Indemnification

 

The Corporation shall, to the fullest extent permitted by the Texas Business Organizations Code, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

 

Article 13 – Amendments to Certificate of Formation

 

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Formation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

Article 14 – No Cumulative Voting Rights

 

Shareholders of the Corporation shall not have cumulative voting rights nor preemptive rights.

 

Article 15 – Not Governed By Affiliates Business Combination Rules

 

The Corporation, pursuant to Section 21.607 of the Texas Business Organizations Code (“TBOC”), elects not to be governed by Chapter 21, Subchapter M of the TBOC (Sections 21.601 through 21.610), inclusive.

 

Article 16 - Bylaws

 

The Board of Directors shall adopt the initial Bylaws of the Corporation. The Board of Directors shall also have the power to alter, amend or repeal the Bylaws, or to adopt new Bylaws, except as otherwise may be specifically provided in the Bylaws.

 

Page 3 of 3
Certificate of Amendment (continued)
Mangoceuticals, Inc.