EX-3 2 exh3i2certificateofamendment.htm CERTIFICATE OF AMENDMENT TO FLEXPOINT CERTIFICATE OF INCORPORATION, DATED OCTOBER 11, 2019 Exhibit 3(i)

Exhibit 3(i).2

               

                   State of Delaware

                   Secretary of State

              Division of Corporations

         Delivered  02:52 PM 10/11/2019

           FILED  02:52 PM 10/11/2019

SR 20197509940  -  Filed Number 2300523

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION


The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:


FIRST: That at a meeting of the Board of Directors of Flexpoint Sensor Systems, Inc. on November 16, 2018, resolutions were duly adopted setting forth a proposed amendment of the  Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:


RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FOURTH" so that, as amended, said Article shall be and read as follows:


FOURTH:  The total number of shares of all classes which the Corporation is authorized to have outstanding is Two Hundred One Million (201,000,000) shares of which Two Hundred Million (200,000,000) shares in the par value of $.001 each, amounting in the aggregate of Two Hundred Thousand Dollars ($200,000) shall be common stock and of which One Million (1,000,000) shares in the par value of $.001 each, amounting in the aggregate to One Thousand Dollars ($1,000) shall be preferred stock.

    

     The board of directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the authorized shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series and the qualifications, limitations or restrictions thereof. The authority of the board with respect to each series shall include, but not be limited to, determination of the following:


      (a)      The number of shares constituting that series and the distinctive designation of that series;


      (b)      The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;


      (c)      Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;


      (d)      Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;




     (e)      Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions, and at different redemption rates;


      (f)      Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;


      (g)      The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series;


      (h)      Any other relative rights, preferences and limitations of that series, unless otherwise provided by the certificate of determination.


SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.


THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 11th day of October, 2019.



By:  /s/ Clark M. Mower

Authorized Officer


Title:  President

Name: Clark M. Mower