EX-3.6 3 nocera_ex0306.htm CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NOCERA, INC.

Exhibit 3.6

Certifie d Copy 06/19/2021 08:28:06 AM Work Order Number: Referenc e Number: Through Date: Corporate Name: W2021061900039 - 1404971 20211547940 06/19/2021 08:28:06 AM NOCERA, INC. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20211540052 Amended and Restated Articles - 06/15/2021 4 Certified By: Electronically Certified Certificate Number: B202106211768491 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

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Filed in the Office of Secretary of State State Of Nevada Business Number C2733 - 2002 Filing Number 20211540052 Filed On 6/15/2021 8:00:00 AM Number of Pages 4

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BARBAR A K . CEGAVSKE Secretary of State 202 North Carson Street Carso n City , Nevad a 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov 4 T 5 C c 6 ( P Profit Corporation: Certificate of Amendment (PuRsuANTTo NRs 18.380 & 18.385178.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PuRsuANT TO NRs 18.403) Officer's Statement PuRsuANT TO NRs ao . o30 . Effective Date and ime: (Optional) Date: Time: (must not be later than 90 days after the certificate is filed) . Information Being hanged: (Domestic orporations only) Changes to takes the following effect: The entity name has been amended. The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) " The purpose of the entity has been amended. : i?_ : The authorized shares have been amended. , , The directors, managers or general partners have been amended. [ J IR S ta x languag e ha s bee n added. ; gi Articles have been added. 0 Articles have been deleted. Other. The articles have been amended as follows: (provide article numbers, if available) Article V has been amended to allow for Preferred Shares (attach additional page(s) if necessary) Secretary Signature of Officer or Authorized Signer Title x Signature of Officer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares reprpsenting a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. . Signature: Required) Please Include any required or optional Information In space below: (attach additional page(s) if necessary) lease see the attached Amended & Restated Articles of Incorporation This form must be accompanied by appropriate fees. Pag e 2 of2 Revi se d : 1/1/2019

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Amended & Restated Articles of Incorporation Of

Nocera, Inc.

 

 

The original name of the corporation is Nocera, Inc., and it was originally incorporated on February 15\ 2002. Pursuant to the Nevada Revised Statutes, Title 7, Chapter 78 the Articles of Incorporation of Nocera, Inc., effective July 5th, 2021, are hereby amended and restated as follows:

 

Article I

 

The name of the corporation is: Nocera, Inc.

 

Article II

 

The period of the corporation's duration shall be perpetual.

 

Article III

 

The corporation shall at all times maintain a Registered Agent within the State of Nevada. The resident agent of the corporation is Okoboji Enterprises Corporation, 3145 East Warm Sprints St., Suite# 200, Las Vegas, NY. 89120.

 

Article IV

 

The purpose for which the corporation is organized is to conduct any and all lawful business for which a corporation can be organized pursuant to the Nevada Revised Statute.

 

Article V

 

The aggregate number of shares which the corporation shall have authorized to issue is Two Hundred Ten Million (210,000,000) shares; of which Two Hundred Million (200,000,000) shall be common shares, and Ten Million ( I 0,000,000) Preferred shares stock. The Preferred Stock may be issued by the Board of Directors with such rights, preferences and privileges set forth in a designation statement filed with the Nevada Secretary of State.

 

Article VI

 

The corporation's Common Stock shall have a par value of$0.001/share.

 

Article VII

 

The members of the governing board of this corporation shall be called directors. Directors need not be Shareholders of this corporation, nor residents of the State of Nevada. The number of Directors may from time to time be increased or decreased in such manner as shall be provided for the by the Bylaws of the corporation.

 

 

 

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Article VIII

 

The Directors shall have the power to make and to alter or amend the Bylaws; or to take any other action provided by the Nevada Revised Statute, Title 7, Chapter 78.

 

Article IX

 

The corporation does indemnify any directors, officers, employees, incorporators, and shareholders of the corporation from any liability regarding the corporation and the business of the corporation, unless the person fraudulently and intentionally violated the law and/or maliciously conducts acts to damage and/or defraud the corporation, or as otherwise provided under applicable state corporate statute.

 

Article X

 

Upon the dissolution of the corporation, the assets of the corporation shall be distributed by the Board of Directors according to the applicable State statute. Further provisions regarding the distribution of upon dissolution shall be stated in the corporation's Bylaws.

 

Article XI

 

The mailing address of the corporation is: % Coral Capital Advisors, LLC., 2030 Powers Ferry Road SE, Suite# 212, Atlanta, GA. 30339.

 

Article XII

 

The corporation reserves the right to amend and repeal any provision contained within the Articles of Incorporation in the manner prescribed by the laws of the State of Nevada.

 

I, THE UNDERSIGNED, for the purpose of amending and restating these Articles of Incorporation of Nocera, Inc. under the laws of the State of Nevada, do make and record these Amended and Restated Articles of Incorporation and do certify the facts herein are true, and I have accordingly hereunto set my hand.

 

Dated: June 10, 2021

 

 

 

Erik S. Nelson, Secretary

Member of the Board of Directors

 

 

 

 

 

 

 

 

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