Moody National REIT II (MNRTII) 8-K Entry into a Material Definitive Agreement

Moody National REIT II, Inc. 8-K

Exhibit 3.1

MOODY NATIONAL REIT II, INC.

ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

FIRST: The charter (the “Charter”) of Moody National REIT II, Inc., a Maryland corporation (the “Corporation”), is hereby amended to change the name and designation of the Common Stock, $0.01 par value per share, of the Corporation to Class A Common Stock, $0.01 par value per share. All references in the Charter to “Common Shares” are hereby changed to “Class A Common Shares.”

SECOND: The foregoing amendment to the Charter has been approved by a majority of the entire Board of Directors of the Corporation and is limited to a change expressly permitted by Section 2-605(a)(2) of the Maryland General Corporation Law to be made without action by the stockholders.

IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its Chief Executive Officer and President and attested by its Chief Financial Officer on this 12th day of June, 2017.

ATTEST:		MOODY NATIONAL REIT II, INC.
By:	/s/ Robert W. Engel	By:	/s/ Brett C. Moody
	Robert W. Engel		Brett C. Moody
	Chief Financial Officer		Chief Executive Officer and President

The undersigned, Chief Executive Officer and President of Moody National REIT II, Inc., who executed on behalf of the Corporation the foregoing Articles of Amendment of which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles of Amendment to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.

/s/ Brett C. Moody

Brett C. Moody

Chief Executive Officer and President