EXHIBIT 3.1
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATIONS
(Please read information and instructions on the last page)
PURSUANT TO THE PROVISIONS OF ACT 284, PUBLIC ACTS OF 1972 (PROFIT
CORPORATIONS), OR ACT 162, PUBLIC ACTS OF 1982 (NONPROFIT CORPORATIONS),
the undersigned corporation executes the following Certificate:
1. The present name of the corporation is: BIG BUCK BREWERY & STEAKHOUSE, INC.
2. The identification number assigned by the Bureau is: 049-222
3. Article VIII, IX AND X of the Articles of Incorporation is hereby amended
to read as follows:
[DELETED]
4. (For amendments adopted by unanimous consent of incorporators before the
first meeting of the board of directors or trustees.)
5. (For profit and nonprofit corporations whose Articles state the corporation
is organized on a stock or on a membership basis.)
The foregoing amendment to the Articles of Incorporation was duly adopted
on the 14th day of November, 2000, by the shareholders if a profit
corporation, or by the shareholders or members if a nonprofit corporation,
at a meeting. The necessary votes were cast in favor of the amendment.
Profit Corporations Nonprofit and Professional Service Corporations
Signed this 17th day of November, 2000
By /s/ William F. Rolinski
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(Signature)
William F. Rolinski
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(Type or Print Name)
6. (For a nonprofit corporation whose Articles state the corporation is
organized on a directorship basis.)
Name of person or organization remitting fees:
BIG BUCK BREWERY & STEAKHOUSE, INC.
Preparer's name and business telephone number:
Brett D. Anderson, Esq.
(612) 334-8417
RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned Corporation executes the following Articles:
1. The present name of the Corporation is:
MICHIGAN BREWERY, INC.
2. The identification number assigned by the Bureau is:
049-222
3. All former names of the Corporation are:
N/A
4. The date of filing the original Articles of Incorporation was:
November 29, 1993
The following Restated Articles of Incorporation supersede the Articles
of Incorporation as amended and shall be the Articles of Incorporation for the
Corporation:
ARTICLE I
The name of the Corporation is:
BIG BUCK BREWERY & STEAKHOUSE, INC.
ARTICLE II
The purpose or purposes for which the Corporation is formed is as follows:
To engage in any activity within the purposes for which corporations may be
formed under the Michigan Business Corporation Act (the "Act").
ARTICLE III
The aggregate number of shares which the Corporation has authority to issue is
20,000,000 common shares of the par value of $.01 per share.
ARTICLE IV
A. The address of the current registered office is:
550 South Wisconsin Street
Gaylord, Michigan 49735
B. The mailing address of the current registered office is:
P.O. Box 1430
Gaylord, Michigan 49735
C. The name of the current resident agent is:
William F. Rolinski
ARTICLE V
When a compromise or arrangement or a plan of reorganization of this Corporation
is proposed between this Corporation and its creditors or any class of them or
between this Corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this Corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the Corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing three-fourths (3/4) in
value of the creditors or class of creditors, or of the shareholders or class of
shareholders to be affected by the proposed compromise or arrangement or a
reorganization, agree to a compromise or arrangement or a reorganization of this
Corporation as a consequence of the compromise or arrangement, the compromise or
arrangement and the reorganization, if sanctioned by the court to which the
application has been made, shall be binding on all the creditors or class of
creditors, or on all the shareholders or class of shareholders and also on this
Corporation.
ARTICLE VI
The number of directors shall be the number specified in or fixed in accordance
with the By-Laws. The Board of Directors shall have the power to fix or change
the number of directors unless the shareholders, in amending or repealing the
By-Laws, provide expressly that the Board of Directors shall not amend or repeal
the By-Law establishing the number of directors.
ARTICLE VII
A director of the Corporation shall not be personally liable to the Corporation
or its shareholders for monetary damages for breach of the director's fiduciary
duty. However, this Article shall not eliminate or limit the liability of a
director for any of the following:
(1) A breach of the director's duty of loyalty to the Corporation or
its shareholders.
(2) Acts or omissions not in good faith or that involve intentional
misconduct or knowing violation of law.
(3) A violation of Section 551(1) of the Act.
(4) A transaction from which the director derived an improper personal
benefit.
(5) An act or omission occurring prior to the effective date of this
Article.
Any repeal or modification of this Article by the shareholders of the
Corporation shall not adversely affect any right or protection of any director
of the Corporation existing at the time of, or for or with respect to, any acts
or omissions occurring before such repeal or modification.
ARTICLE VIII
The acquisition of ten percent (10%) or more of the outstanding stock of the
Corporation requires the prior approval of the Michigan Liquor Control
Commission.
A person seeking to acquire 10% or more of the outstanding stock of the
Corporation must (i) provide the Liquor Commission information regarding such
person, including without limitation thereto, information regarding other
alcoholic liquor business management experience, in such form, and with such
updates, as may be required by the Liquor Commission; (ii) respond to written or
oral questions from the Liquor Commission; and (iii) consent to the performance
of any background investigation that may be required by the Liquor Commission,
including without limitation thereto, an investigation of certain past criminal
convictions of such person.
ARTICLE IX
No person shall acquire any outstanding stock of the Corporation in violation of
Section 436.31 of the Michigan Liquor Control Act, as it may be amended from
time to time.
ARTICLE X
If a person holds outstanding stock of the Corporation in violation of Article
VIII or Article IX (a "Disqualified Holder"), such person's securities holdings
shall be subject to redemption at any time by the Corporation by action of the
Board of Directors.
Such redemptions will be subject to the following terms and conditions: (i) the
redemption price of the shares to be redeemed shall be equal to the fair market
value of such shares or such other redemption price as required by pertinent
state or federal law pursuant to which the redemption is required; (ii) if less
than all the shares held by a Disqualified Holder are to be redeemed, the shares
to be redeemed shall be selected in such manner as shall be determined by the
Board of Directors; (iii) at least thirty (30) days' written notice of the date
upon which redemption is to occur shall be given to a Disqualified Holder
(unless waived in writing by the Disqualified Holder) provided that redemption
may occur on the date on which written notice shall be given to the Disqualified
Holder if the funds necessary to effect the redemption shall have been deposited
in trust for the benefit of the Disqualified Holder and subject to immediate
withdrawal by the Disqualified Holder upon surrender of the stock certificates
for the shares to be redeemed; (iv) from and after the date upon which
redemption occurs or such earlier date as mandated by pertinent state or federal
law, any and all rights of whatever nature, which may be held by the
Disqualified Holder of shares selected for redemption (including without
limitation any rights to vote such shares), shall cease and terminate and the
Disqualified Holder shall thenceforth be entitled only to receive the funds
payable upon redemption; and (v) such other terms and conditions as the Board of
Directors shall determine.
These Restated Articles of Incorporation were duly adopted on the 4th
day of June, 1997, by the shareholders in accordance with the provisions of
Section 642 of the Act. The necessary number of shares as required by statute
were voted in favor of these Restated Articles of Incorporation.
Signed this 19th day of September, 1997
By /s/ William F. Rolinski
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William F. Rolinski
President and Chief Executive Officer
Name of organization remitting fees:
BIG BUCK BREWERY & STEAKHOUSE, INC.
Preparer's name and business telephone number:
Brett D. Anderson, Esq.
(612) 334-8417