Freestone Resources, Inc. (OTCMKTS:FSNR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 3, 2018, acting in accordance with Article V, Section 3 of its Bylaws, the Board of Directors of Freestone Resources, Inc., a Nevada corporation (the “Company”) unanimously resolved to amend Article I, Section 11 of the Bylaws to permit actions by written consent of the majority of the Company’s stockholders rather than by all of the stockholders (the “Amendment”).
As amended, Article I, Section 11 of the Bylaws provides:
11.Vote or Consent of Shareholders
Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.
Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.
Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by stockholders holding at least a majority of the voting power. Written consent thus given by the holders of the majority of outstanding shares entitled to vote shall have the same effect as if the action was authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.
Prior to its amendment, Article I, Section 11 read as follows:
11.Vote or Consent of Shareholders
Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.
Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.
Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as an unanimous vote of shareholders.
The Amendment makes Article I, Section 11 of the Company’s Bylaws consistent with Section 78.320(2) of the Nevada Revised Statutes, which permits actions by the written consent of stockholders holding the majority of the voting power of a Nevada corporation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Title of Document
FREESTONE RESOURCES, INC. ExhibitEX-3 2 fsnr_ex3.htm AMENDED BYLAWS Blueprint AMENDED BYLAWS OF FREESTONE RESOURCES,…To view the full exhibit click here
About Freestone Resources, Inc. (OTCMKTS:FSNR)
Freestone Resources, Inc. is an oil and gas technology development company. The Company is engaged in developing and marketing technologies and solvents designed for various sectors in the oil and gas industry. Its products and services include Off-The-Road (OTR) Tire Services and Petrozene. Its Petrozene is used to dissolve paraffin buildup, and it is used for pipelines, oil storage tanks, oil sludge build up, de-emulsification, well treatment, as a corrosion inhibitor and as a catalyst in opening up formations thereby aiding in oil production. Its subsidiaries include C.C. Crawford Retreading Company, Inc. (CTR) and Freestone Dynamis Energy Products, LLC (FDEP). CTR is an OTR tire company. Its primary business is to repair, recycle, dispose of and sell OTR tires, which are used in industrial equipment. It provides services to various international OTR tire dealers. FDEP operates and manages the specialized pyrolysis process that is used to create Petrozene and other byproducts.