EX-3.1(B) 2 qrhc-ex31b_6.htm EX-3.1(B) qrhc-ex31b_6.htm


Exhibit 3.1(b)












1. Name.  The name of the corporation is Quest Resource Holding Corporation (the “Corporation”).


2. Purpose.  The purpose for which this Corporation is organized is the transaction of any lawful business for which corporations may be incorporated under the laws of Nevada, as they may be amended from time to time.


3. Total Shares Authorized to Issue.  The Corporation is authorized to issue two classes of stock to be designated as “Common Stock” and “Preferred Stock,”  The total number of shares of Common Stock which the Corporation is authorized to issue is Two Hundred Million (200,000,000) shares, par value $0.001 per share.  The total number of shares of Preferred Stock which this Corporation is authorized to issue is Ten Million Shares (10,000,000) shares, par value $0.001 per share, to be designated in classes or series and the number of each class or series and the voting powers, designations, preferences, limitations, restrictions, relative rights, and distinguishing designation of each class or series of stock as the Board of Directors shall determine in its sole discretion.

Upon the effectiveness of these Third Amended and Restated Articles of Incorporation (the “Effective Date”), each eight (8) shares of Common Stock, par value $0.001, of this Corporation’s issued and outstanding Common Stock at the close of business on the Effective Date shall be converted into one (1) share of fully paid and nonassessable Common Stock of the Corporation, without change in the aggregate number of shares of Common Stock the Corporation shall be authorized to issue pursuant to this Article 3.  Each stockholder (the “Qualifying Stockholders”) who would be entitled to a fraction of a share of Common Stock as a result of the conversion (the “Share Fraction”) will not be issued a certificate for such Share Fraction but in exchange for the cancellation of their Share Fraction each Qualifying Stockholder will receive one (1) share of fully paid and nonassessable Common Stock.

4. Statutory Agent.  The name and address of the statutory agent of the Corporation is CSC Services of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, Nevada 89119.


5. Board of Directors.  The business and affairs of the Corporation shall be conducted by a Board of Directors.  The number of directors of the Corporation shall be fixed as set forth in the bylaws of the Corporation and may be increased or decreased from time to time by resolution of the Board of Directors.  The Board of Directors shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II, and Class III.  Class I directors shall serve until the 2019 meeting of stockholders; Class II directors shall serve until the 2017 meeting of stockholders; and Class III directors shall serve until the 2018 meeting of stockholders.  Directors of each class, the term of which shall then expire, shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. In the case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class shall be apportioned as nearly equal as possible.  Any director chosen to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified or until their earlier death, resignation, disqualification, or removal.


6. Limitation of Liability.  To the fullest extent permitted by the Nevada Revised Statutes, as the same exist or may hereafter be amended, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer, unless it is proven that his act or failure to act constituted a breach of his fiduciary duties as a director or officer and his breach of



those duties involved intentional misconduct, fraud, or a knowing violation of law.  No repeal, amendment, or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director or officer of the Corporation occurring prior to such repeal, amendment, or modification.


7. Amendments.  The Corporation reserves the right to amend, alter, change, or repeal all or any portion of the provisions contained in these articles of incorporation from time to time in accordance with the laws of the state of Nevada, and all rights conferred on stockholders herein are granted subject to this reservation.


EXECUTED this 10th day of August, 2016.



By: /s/ Laurie L. Latham

Laurie L. Latham

Senior Vice President and Chief Financial Officer