EX-3.1 3 gmgi_ex31.htm CERTIFICATE OF AMENDMENT gmgi_ex31.htm

  EXHIBIT 3.1

 

 

 

 

 
 

 

 

 

 
 

 

 

Exhibit A

 

1) ARTICLE III, Capital Stock, Section 1, is amended and restated to read as follows, which shall have no effect on any other portion of ARTICLE III, Capital Stock, or any previously designated shares of, or series of, preferred stock, which shall remain in full force and effect following this Amendment:

 

“Section 1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is three hundred and twenty million (320,000,000) shares, consisting of two classes to be designated, respectively, “Common Stock” and “Preferred Stock”, with all of such shares having a par value of $0.00001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is three hundred million (300,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is twenty million (20,000,000) shares, with all of such shares having a par value of $0.00001 per share. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions and relative, participating, optional, and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this ARTICLE III.”

 

2) Article IV, Section 2 (previously adopted by virtue of the Corporation’s approval of an Amendment to these Articles filed with the Nevada Secretary of State on June 29, 2022) is deleted in its entirety. Given this deletion, the Board of Directors of the Corporation is not classified and the “Class I,” “Class II,” and “Class III” distinctions shall not apply.

 

3) Article VI of the Articles is amended and restated as follows:

 

“ARTICLE VI

BYLAWS

 

The Board of Directors shall have the power to adopt, amend, restate, or repeal the Bylaws or adopt new Bylaws. Nothing herein shall deny the concurrent power of the stockholders to adopt, alter, amend, restate, or repeal the Bylaws.”

 

4) Article VII is amended and restated to read as follows:

 

“ARTICLE VII

ACQUISITION OF CONTROLLING INTEREST

 

The Corporation elects not to be governed by the provisions of Nevada Revised Statutes (NRS) Sections 78.378 to 78.3793, inclusive.”