Exhibit 3.2
FORM OF
ARTICLES OF AMENDMENT OF
BROADSTONE NET LEASE, INC.
BROADSTONE NET LEASE, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect (the “Charter”) pursuant to Sections 2-601 et seq. of the MARYLAND GENERAL CORPORATION LAW (the “MGCL”).
SECOND: The Charter of the Corporation is hereby amended by deleting therefrom the first two sentences of Section 6.1 of Article VI and inserting, in lieu thereof, immediately after the heading “Section 6.1. Authorized Shares,” the following two sentences:
“The total number of shares of Capital Stock that the Corporation shall have authority to issue is 520,000,000, of which (i) 500,000,000 shares shall be designated as common stock, $0.001 par value per share (“Common Stock”), and 20,000,000 shares shall be designated as preferred stock, $0.001 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of Capital Stock having par value is $520,000.”
Except as set forth in this Article SECOND, no other changes, modifications or amendments have been made to Section 6.1, Article VI of the Charter.
THIRD: The amendment to the Charter as set forth in Article SECOND above was approved by a majority of the entire Board of Directors of the Corporation as required by law and is limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL and Section 6.1 of Article VI of the Charter to be made without any action by the stockholders of the Corporation.
FOURTH: The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment of the Charter was 100,000,000 shares of stock, consisting of 80,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share. The aggregate par value of all authorized shares of stock having par value was $100,000.
FIFTH: The total number of shares of stock which the Corporation has authority to issue pursuant to this amendment of the Charter is 520,000,000 shares of stock, consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share. The aggregate par value of all authorized shares of stock having par value is $520,000.
SIXTH: The information required by Section 2-607(b)(2)(i) of the MGCL was not changed by the foregoing amendments of the Charter.
