Exhibit 3.1
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
Certificate, Amendment or Withdrawal
of Designation
NRS 78.1955, 78.1955(6)
[J Certificate of Designation
0 Certificate of Amendment to
Designation - Before Issuance of Class or Series
IZi Certificate of Amendment to
Designation - After Issuance of Class or Series
0 Certificate of Withdrawal of
Certificate of Designation
TYPE OR PRINT• USE DARK INK ONLY• DO
NOT HIGHLIGHT
1. Entity information: Name of
entity:
!Janel Corporation
Entity or Nevada Business
Identification Number (NVID): ic23s7e-2000
2. Effective date and For Certificate
of Designation or 1- Time: r Date:
time: Amendment to Designation Only L
____
I
I
(Optional): (must not be later than
90 days after the certificate is filed)
3. Class or series of The class or
series of stock being designated within this filing:
stock: (Certificate of Designation
only) l i
4. Information for The original class
or series of stock being amended within this filing:
amendment of class ' -- ---••-•- '
or series of stock: /Series C
Cumulative Preferred Stock . i j
i
5. Amendment of [ ] Certificate of
Amendment to Designation- Before Issuance of Class or Series
class or series of As of the date of
this certificate no shares of the class or series of stock have been issued.
stock: !Zi Certificate of Amendment
to Designation- After Issuance of Class or Series
The amendment has been approved by
the vote of stockholders holding shares in the corporation
entitling them to exercise a majority
of the voting power, or such greater proportion of the voting
power as may be required by the
articles of incorporation or the certificate of designation.
6. Resolution: By resolution of the
board of directors pursuant to a provision in the articles of incorporation this
Certificate of Designation
certificate establishes OR amends the following regarding the voting powers, designations,
and Amendment to preferences,
limitations, restrictions and relative rights of the following class or series of stock.*
Designation only)
7. Withdrawal: Designation being1 --
I Date of I I Withdrawn: Designation:
No shares of the class or series of
stock being withdrawn are outstanding.
The resolution of the board of
directors authorizing the withdrawal of the certificate of
designation establishing the class or
series of stock: *
8. Signature: (Required)
Date:
Signature of Officer
* Attach additional page(s) if
necessary Page 1 of 1
Revised: 1/1/2019 This form must be
accompanied by appropriate fees.
EXHIBIT A
WHEREAS, the Board has determined that
it is in the best interests of the Company and its
shareholders to reduce the dividend
rate payable on the shares of Series C Cumulative Preferred Stock (the "Series C
Preferred Stock") ; and
WHEREAS, the holders of the outstanding
shares of Series C Preferred Stock have unanimously
approved such reduction in dividend
rate.
NOW THEREFORE BE IT,
RESOLVED, that the Board hereby
approves a decrease in the dividend rate payable
on the Series C Preferred Stock as
follows (such action, the "Series C Amendment"):
Dividends. The holders of the Series C
Cumulative Preferred Stock shall be
entitled to receive, out of funds
legally available therefor, annual dividends when,
as and if declared by the Board, at the
rates heretofore set f01ih from time to time in
the Ce1iificate of Designation for the
Series C Cumulative Preferred Stock, and
commencing on the date of the filing of
this Amendment, at the annual rate of five
percent (5.0%) with a one percent (1%)
increase on each January l81 beginning
January 1, 2024 and on each January 1
thereafter for four years, such that: (a) as of
January 1, 2024 the annual dividend
shall be at the rate of six percent (6.0%), (b) as
of January 1, 2025 the annual dividend
shall be at the rate of seven percent (7.0%),
(c) as of January 1, 2026 the annual
dividend shall be at the rate of eight percent
(8.0%) and (d) as of January 1, 2027,
and for every year thereafter, the annual
dividend shall be at the rate of nine
percent (9.0%). Such dividends are (i) prior and
in preference to any declaration or
payment of any dividend or other distribution on
Common Stock ( other than a dividend
payable in shares of Common Stock) or on
any other class or series of capital
stock ranking junior to the Series C Cumulative ,
Preferred Stock with respect to
dividei:ids, (ii) pari passu with any other shares of
Prefe11ed Stock entitled to participate
pari passu with the Series C Cumulative
Preferred Stock with respect to
dividends and (iii) subject to the rights of aqy series
of Preferred Stock that ranks, with
respect to dividends, senior to the Series C
Cumulative Preferred Stock. Such
dividends shall accrue on each share of Series C
Cumulative Preferred Stock on a daily
basis from the Original Issuance Date
whether or not earned or declared and
whether or not there shall be net assets or
profits of the Corporation legally
available for the payment of such dividends. Such
dividends shall be cumulative, so that
if such dividends with respect to any previous
or current dividend period at the rate
provided for herein have not been paid on all
shares of Series C Cumulative Preferred
Stock at the time outstanding, the deficiency
shall be fully paid on such shares
before any distribution shall be paid on, or declared
and set apart for, Common Stock or any
other class or series of capital stock ranking
junior to the Series C Cumulative
Preferred Stock with respect to dividends.
RESOLVED FURTHER, that the President or
Secretary of the Company is
authorized, empowered and directed to
execute and file a Certificate, Amendment or
Withdrawal of Designation and/or such
other documents or instruments as may be required
pursuant to Nevada Revised Statutes
("NRS") 78.1955 to effect the Series C Amendment.
