Item 5.03
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AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS
On July 6, 2016, Clean Energy Technologies, Inc., a Nevada corporation (the
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Company
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) filed Amended and Restated Articles with the Nevada Secretary of State to among, other changes, i) to add customary indemnification provisions for the protection of directors and officers to enable the Company to attract and retain qualified personnel and ii) increase its authorized capital to Four Hundred Ten Million shares (410,000,000) of which Four Hundred Million (400,000,000) shall be shares of Common Stock, par value $0.001 per share, and Ten Million (10,000,000) shall be shares of Preferred Stock, par value $0.001 per share with fifteen thousand (15,000) of such shares being designated as Series D Preferred Stock. The Increase in Authorized was effective with the Nevada Secretary of State on July 6, 2016, when the Amended and Restated Articles were filed. The Increase in Authorized was approved by the Board of Directors and the shareholders holding a majority of the total issued and outstanding shares of common stock on June 30, 2016 and June 24, 2016, respectively.
On June 30, 2016, the Company also amended its By-Laws as follows:
Sections 2.10
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not requiring any particular form of notice of stockholder actions, but deferring to applicable law (e.g., 14C if applicable, but without specific incorporation), Section 2.4 and multiple sections
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defining appropriately and conforming use of
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Nevada Corporations Code
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, Section 3.2
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number of directors, Section 3.8
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shortening the time for notice for special board meetings, Section 5.1
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creating the office of Executive Chairman, and Section 9.1
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limiting amendments of Section 5.1.
The foregoing description of the terms of the Amended and Restated Articles and the amended By-Laws of the Company, dated June 30, 2016 and June 30, 2016, respectively, are qualified in their entirety by reference to the provisions of the Amended and Restated Articles and amended By-Laws as filed as Exhibit 3.1 and Exhibit 3.2, which are incorporated by and referenced herein.