EX-3.1 2 optimizerx_s1-ex0301.htm ARTICLES OF INCORPORATION optimizerx_s1-ex0301.htm
EXHIBIT 3.1
 
 

 
Addendum to the Articles of Incorporation
 
Of
 
OptimizeRx Corporation
 
Item 3:
 
(a) The total number of shares of capital stock with the Corporation is authorized to issue is five hundred ten million (510,000,000) shares, of which:
 
      (i)    
ten million (10,000,000) shares shall be designated as Preferred Stock, par value of $0.001 per share;
 
      (ii)           
five hundred million (500,000,000) shares shall be designated as Common Stock, par value of $0.001 per share; and
 
(b) The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, with such voting power, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors and as are not stated and expressed in this Articles of Incorporation, or any amendment thereto, including (but without limiting the generality of the foregoing) the following:
 
      (i)    
the designation of such series;
 
      (ii)           
the dividend rate of such series, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or any other series of capital stock, whether such dividends shall be cumulative or non-cumulative, and whether such dividends may be paid in shares of any class or series of capital stock or other securities of the Corporation;
 
      (iii)          
whether the shares of such series shall be subject to redemption by the Corporation, and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption;
 
      (iv)          
the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;
 
      (v)           
whether or not the shares of such series shall be convertible into or exchangeable for shares of any other class or classes or series of capital stock or other securities of the Corporation, and, if provision be made for conversion or exchange, the times, prices, rates, adjustment and other terms and conditions of such conversion or exchange;
 
      (vi)          
the extent, if any, to which the holders of the shares of such series shall be entitled to vote, as a class or otherwise with respect to the election of directors or otherwise, and the number of votes to which the holder of each share of such series shall be entitled;
 
      (vii)         
the restrictions, if any, on the issue or reissue of any additional shares or series of Preferred Stock; and
 
      (viii)        
the rights of the holders of the shares of such series upon dissolution of, or upon the distribution of assets of, the Corporation.
 

 
Item 4:
 
Board Members:
 
  ·  David A. Harrell
  ·  Terence J. Hamilton
  ·  Thomas B. Majerowicz
 
Each of the aforementioned board members have their addresses located at:
 
407 Sixth Street, Rochester, MI 48307