VERTEX ENERGY, INC. 8-K

Exhibit 3.1

Approval of withdrawal of Series A Convertible Preferred Stock

WHEREAS, there are no shares of the Company’s Series A Convertible Preferred Stock issued or outstanding (the “Series A Preferred”);

WHEREAS, the Series A Preferred were established by the filing of a Certificate of Designation with the Secretary of State of Nevada on December 19, 2008 (the “Series A Designation”); and

WHEREAS, the Board believes that it is in the best interests of the Company to authorize and approve the filing of a Certificate of Withdrawal with the Secretary of State of Nevada to affect the withdrawal and termination of the Series A Designation, in the form presented to the Board for approval and review, subject to immaterial changes in the discretion of any one or more of the officers of the Company (the “Series A Certificate of Withdrawal”).

NOW THEREFORE BE IT RESOLVED THAT, the withdrawal of the Series A Designation and the filing of the Series A Certificate of Withdrawal with the Secretary of State of Nevada, are hereby approved, confirmed, ratified and acknowledged by the Board; and it is further

RESOLVED, that the withdrawal shall be effectuated in accordance with NRS Section 78.1955; and it is further

RESOLVED, that the Chief Financial Officer of the Company is hereby authorized, directed and empowered to execute on behalf of the Company, the Series A Certificate of Withdrawal, and to undertake all necessary or appropriate actions in connection therewith to effectuate the withdrawal and may take such further actions as are necessary to implement the withdrawal.