Certificate of Amendment to Articles of Incorporation of RELM Wireless Corporation

Summary

RELM Wireless Corporation amended its Articles of Incorporation to change the structure of its authorized stock. The amendment authorizes the company to issue up to 20,000,000 shares of common stock at $0.60 par value and 1,000,000 shares of preferred stock at $1.00 par value. The board of directors has the authority to determine the terms and rights of any class or series of stock and may issue shares or grant rights without offering them to existing shareholders. The amendment was approved by shareholders and filed with the Nevada Secretary of State.

EX-10.3 4 dex103.txt CERTIFICATE OF AMENDMENT Exhibit 10.3 FILED # ###-###-#### -------- SEP 20 2001 IN THE OFFICE OF /s/ Dean Heller DEAN HELLER SECRETARY OF STATE CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF RELM WIRELESS CORPORATION RELM WIRELESS CORPORATION, a corporation organized and existing under the Nevada General Corporation Law (the "Corporation"), does hereby certify as follows: 1. The Articles of Incorporation of the Corporation are hereby amended by deleting Article Fifth in its entirety and substituting the following in lieu thereof: FIFTH: The aggregate number of shares which the corporation shall have authority to issue is 20,000,000 shares of common stock, par value $0.60 per share, and 1,000,000 shares of preferred stock, par value $1.00 per share. Any and all shares of stock may be issued, reissued, transferred or granted by the board of directors, as the case may be, to persons, corporations, and associations, and for such lawful consideration, and on such terms, as the board of directors shall have the authority to issue pursuant to the Nevada Revised Statutes and the Bylaws of the corporation. The board of directors shall have the authority to set, by resolution, the particular designations, preferences and the relative, participating, optional, voting or other rights and qualifications, limitations or restrictions of any class of stock or any series of stock within any class of stock issued by this corporation. No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of any shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such rights and options may be granted by the board of directors to such persons, firms, corporations, and associations, and for such lawful consideration, and on such terms, as the board of directors in its discretion may determine, without first offering the same, or any thereof, to any said holder. 2. This amendment to the Articles of Incorporation was duly adopted in accordance with the provisions of Section 78.390 of the Nevada General Corporation Law. The amendment was approved by the stockholders, the number of votes cast was sufficient for approval. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed and attested by its duly authorized officers, this 22 day of August, 2001. RELM WIRELESS CORPORATION By /s/ David P. Storey ----------------------------- David P. Storey, President and Chief Executive Officer ATTEST: /s/ W.P. Kelly ------------------------------ William P. Kelly, Secretary [CORPORATE SEAL] STATE OF NEVADA Secretary of State I hereby certified that this is a true and complete copy of the document as filed in this office SEP 21 2001 By /s/ Dean Heller ---------------------------------------