MAJORITY WRITTEN CONSENT
OF SHAREHOLDERS OF
E-REX, INC.
IN LIEU OF MEETING OF THE SHAREHOLDERS
Pursuant to the authority granted to shareholders to take action by majority written consent without a meeting pursuant to Nevada Corporate Law, the shareholders of E-Rex, Inc., a Nevada corporation (the “Corporation”) identified herein (the “Shareholders”), do hereby consent to, adopt, ratify, confirm and approve, as of the date indicated below, the following recitals and resolutions, as evidenced by their signature hereunder:
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
WHEREAS, the Board of Directors has previously authorized a reverse stock split of both the outstanding and the authorized common shares of the Corporation;
WHEREAS, the Shareholders desire and believe it is in the best interest of the corporation to effect a reverse stock split in the amount of one share for each five shares of the outstanding and the authorized common shares reducing the authorized common stock to fifty million (50,000,000) shares;
WHEREAS, the Shareholders desire and believe it is in the best interest of the Corporation to amend the Corporation’s articles to increase the authorized common stock (post reverse split) from fifty million shares (50,000,000) shares at a par value of $.001, to two hundred million shares (200,000,000) at a par value of $.001;
WHEREAS, the Shareholders desire and believe it is in the best interest of the Corporation to amend the Articles of Incorporation to increase the number of Directors authorized from three (3) to seven (7) Directors. The required number of three (3) Directors will remain unchanged. Appointments made under this provision shall initially be made by a vote of the Board of Directors no sooner than 30 days after the adoption of all Amendment and General Resolutions contained herein. All Directors offices remain subject to vote at authorized Shareholder meetings;
WHEREAS, the Shareholders believe it is in the best interest of the Corporation to authorize and approve the amendments as set forth herein;
NOW, THEREFORE, BE IT RESOLVED THAT, the amendments are hereby authorized and approved.
GENERAL RESOLUTIONS
BE IT RESOLVED FURTHER, THAT the existing Board of Directors be amended to reflect that Mr. Don Mitchell be relieved of this position by this Majority Written Consent, and that in the interim Mr. Khristian Smith fill this post until such time as the next authorized shareholders meeting.
BE IT RESOLVED FURTHER, THAT the Directors and Officers of the Corporation are hereby authorized and instructed to take whatever necessary steps to effectuate the above-described-resolutions and that all resolutions, amendments of the articles or general, be carried out under the same authority.
IN WITNESS WHEREOF, the undersigned have set forth their hand as of this 10th day of November, 2003 (the “Record Date”) and hereby certify under penalty of perjury under the laws of the State of Nevada that they are the beneficial owner of the number of shares of common stock indicated under their signature.
Signature: ------------------------------------
Print Name ------------------------------------
Number of Shares --------------------------- Date of signature ----------------------------
