Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SOTHERLY HOTELS INC.
The undersigned officers of SOTHERLY HOTELS INC., a corporation organized and existing under the laws of the State of Maryland (the “Corporation”), do hereby state and certify that:
| 1. | The Articles of Amendment and Restatement of the Corporation were filed with the Maryland State Department of Assessments and Taxation on October 20, 2004 (the “Articles of Amendment and Restatement”); Articles Supplementary to the Articles of Amendment and Restatement of the Corporation were filed with the Maryland Department of Assessments and Taxation on April 18, 2011; Articles of Amendment to the Articles of Amendment and Restatement were filed with the Maryland Department of Assessments and Taxation on April 16, 2013; Articles of Amendment to the Articles of Amendment and Restatement were filed with the Maryland Department of Assessments and Taxation on August 12, 2016; Articles Supplementary to the Articles of Amendment and Restatement of the Corporation were filed with the Maryland Department of Assessments and Taxation on August 19, 2016; Articles Supplementary to the Articles of Amendment and Restatement of the Corporation were filed with the Maryland Department of Assessments and Taxation on October 6, 2017; and Articles Supplementary to the Articles of Amendment and Restatement of the Corporation were filed with the Maryland Department of Assessments and Taxation on August 31, 2018. |
| 2. | Article VI, Section 6.1 of the Articles of Amendment and Restatement, as amended and supplemented (the “Articles”), is hereby amended in its entirety to read as follows: |
“Section 6.1Authorized Shares.The Corporation has authority to issue 80,000,000 shares of stock, consisting of 69,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and 11,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $800,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. To the extent permitted by Maryland law, the Board of Directors, without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.”
| 3. | The amendment to the Articles set forth above has been approved by a majority of the entire board of directors of the Corporation as required by law and by the Articles and is made without action by the stockholders of the Corporation, pursuant to the Articles andSection 2-105(a)(13) of the Maryland General Corporation Law. |
