Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SUPER LEAGUE GAMING, INC.
The
corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware does hereby
certify:
FIRST:
That at a meeting of the Board of Directors of Super League Gaming,
Inc. resolutions were duly adopted setting forth a proposed
amendment of the Amended and Restated Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED,
that the Amended and Restated Certificate of Incorporation of this
corporation be amended by adding the following new Article
TWELFTH:
“TWELFTH:
The Board of Directors shall be divided into three classes, Class
I, Class II and Class III, with each class having as equal a number
of members as reasonably possible. The initial term of office of
the Class I, Class II and Class III directors shall expire at the
annual meeting of stockholders of the Corporation in 2021, 2022 and
2023, respectively. Beginning in 2021, at each annual meeting of
stockholders of the Corporation, successors to the class of
directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the
classes by the Board of Directors so as to maintain the number of
directors in each class as nearly equal as is reasonably possible,
and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class. In
no case will a decrease in the number of directors shorten the term
of any incumbent director, even though such decrease may result in
an inequality of the classes until the expiration of such term. A
director shall hold office until the annual meeting of stockholders
of the Corporation in the year in which his or her term expires and
until his or her successor shall be elected and qualified, subject,
however, to prior death, resignation, retirement or removal from
office. Except as otherwise provided by law, directors may only be
removed for cause and only upon the vote of the holders of at least
a majority of the voting power of the shares entitled to vote
generally in the election of directors. Except as required by law
or the provisions of this Certificate of Incorporation, all
vacancies on the Board of Directors and newly-created directorships
shall be filled by the Board of Directors. Any director elected to
fill a vacancy not resulting from an increase in the number of
directors shall have the same remaining term as that of his or her
predecessor. Notwithstanding the foregoing, and except as otherwise
required by law, whenever the holders of any one or more series of
Preferred Stock shall have the right, voting separately as a class,
to elect one or more directors of the Corporation, the then
authorized number of directors shall be increased by the number of
directors so to be elected, and the terms of the director or
directors elected by such holders shall expire at the next
succeeding annual meeting of stockholders.”
SECOND:
That thereafter, pursuant to resolution of its Board of Directors,
the annual meeting of the stockholders of said corporation was duly
called and held upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware at which meeting
the necessary number of shares as required by statute were voted in
favor of the amendment.
THIRD:
That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, said corporation has caused this certificate to be
signed this 24th day of July, 2020.
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By:
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/s/
Clayton Haynes
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Title:
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Chief
Financial Officer
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Name:
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Clayton
Haynes
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