The Tirex Corporation (TXMC)

[DueDillinger]

Well, they were; and I am dubious about the legality of this:

On February 11, 2008, the Board of Directors ("Board") of The Tirex Corporation ("Tirex" or the "Corporation") passed a resolution approving of : i) the form, terms and provisions of the Corporation's amended and restated Certificate of Incorporation ("Certificate") and ii) the filing of the Certificate with the State of Delaware. The Certificate increases the common stock of the Corporation (the "Common Stock") from two hundred and fifty million (250,000,000) shares of Common Stock, par value $0.001, to one billion (1,000,000,000) shares of Common Stock, par value $0.001. The Board also authorized the Corporation to create "blank check" preferred stock ("Blank Check Preferred Stock"). The conditions attached to any series of Blank Check Preferred Stock will be determined by the Board. The Corporation's management intends to issue shares of Common Stock to satisfy certain of the Corporation's liabilities, including accrued and unpaid salaries.

In a separate resolution passed by the Board on February 12, 2008, the Board passed a resolution approving of : i) the form, terms and provisions of the Certificate of Designation ("Certificate of Designation") of Series A Preferred Stock ("Series A Preferred Stock") and ii) the filing of the Certificate of Designation with the State of Delaware. The Certificate of Designation approves of the issuance of up to one million (1,000,000) shares of Series A Preferred Stock. No cash dividends shall be paid with respect to the shares of Series A Preferred Stock. The Series A Preferred Stock shall give its holders the right to one hundred (100) votes per share on any matter properly before the shareholders for a vote. The voting rights of the Series A Preferred Stock shall be subject to all splits and each share will be convertible into five (5) shares of Common Stock upon the earlier of: (i) the holders' election or (ii) January 8, 2009. The holders of all shares of Series A Preferred Stock shall not be subject to any non cash distributions to holders of shares of Common Stock, including without limitation, stock dividends, stock splits and securities issued in a recapitalization. In the event of the liquidation or winding up of the Corporation, the holders of the Series A Preferred Stock will be entitled to receive, prior and in preference to the holders of Common Stock, an amount up to but not greater than the original purchase price per share of Series A Preferred Stock, notwithstanding the par value of the Series A Preferred Stock.

http://www.sec.gov/Archives/edgar/data/823072/000120445908000304/tirex021408form8k.htm

As I recall, Delaware law requires a proper shareholder vote to modify the Certificate of Incorporation.