Freestone Resources Inc. (fka FSNR)

[RedShoulder]

FSNR 8K ..."Item 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."