ARTICLES OF AMENDMENT
OF THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE STEAK N SHAKE COMPANY
The undersigned officer of The Steak n Shake Company (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of the Indiana Business Corporation Law, as amended, (hereinafter referred to as the “Law”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certifies the following facts:
SECTION 1: The date of incorporation of the Corporation is December 15, 1976.
SECTION 2: The name of the Corporation following this amendment to the Articles of Incorporation is “BIGLARI HOLDINGS INC.”
ARTICLE I
Amendments
SECTION 1: The exact text of Article I of the Articles of Incorporation is now as follows:
NAME
The name of the Corporation is BIGLARI HOLDINGS INC.
SECTION 2: The exact text of Article II of the Articles of Incorporation is now as follows:
PURPOSES
The purpose for which the Corporation is formed is to transact any and all lawful business for which corporations may be incorporated under the Indiana Business Corporation Law (the “Act”).
SECTION 3: The exact text of Article IV of the Articles of Incorporation is now as follows:
REGISTERED AGENT
The name of the Resident Agent of the Corporation is Corporation Service Company. The street address of the Corporation’s registered office is 251 E. Ohio Street, Suite 500, Indianapolis, Indiana 46204.
ARTICLE III
Manner of Adoption and Vote
These amendments set forth in these Articles of Amendment to the Amended and Restated Articles of Incorporation were approved by unanimous vote of the Board of Directors of the Corporation at a meeting on January 25, 2010, and adopted by the shareholders of the Corporation at a meeting of the Shareholders on April 8, 2010 (see attached for shareholder vote).
The manner of adoption of these Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Restated Articles Incorporation, as amended, and the Code of By-Laws of the Corporation.
I hereby verify subject to the penalties of perjury that the statements included herein are true.
| | | | The Steak n Shake Company |
| | | | | | |
| | | | | | |
| Date: | April 8, 2010 | | By: | /s/ Duane Geiger | |
| | | | Its: | Interim Chief Financial Officer | |
Shareholder Vote
Articles of Amendment
of the Amended and Restated
Articles of Incorporation
of
The Steak N Shake Company
Results of the vote on April 8, 2010: | |
| | |
| Shares entitled to vote: | 1,436,145 |
| | |
| Number of shares represented at the meeting: | 1,268,691 |
| | |
| Shares voted in favor: | 1,194,744 |
| | |
| Shares voted against: | 68,066 |
