EXHIBIT 3.1
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
KIRK'S HAMBURGERS, INC.
Articles of Amendment to the Articles of Incorporation of KIRK'S
HAMBURGERS, INC., are herein executed by said Corporation, pursuant to the
provision of RCW 23A.16.040 and 23A.16.050, as follows:
1. The name of the Corporation is Kirk's Hamburgers, Inc.
2. The amendment to the Articles of Incorporation of said Corporation is
as follows:
ARTICLE I shall be amended to read as follows:
"The name of this Corporation shall be 'Dick's Hamburgers,
Inc.'"
Article V shall be amended to read as follows:
"ARTICLE V"
DIRECTORS
1. The number of Directors of the Corporation shall
be fixed as provided by the Bylaws and may be changed from
time to time by amending the Bylaws, as then provided, but
the number of Directors shall be not less than three (3).
Without the unanimous consent of the Board of Directors, no
person who is affiliated as an owner, director, officer, or
employee of a company or business deemed by the Board of
Directors to be competitive with that of the Corporation
shall be eligible to serve on the Board of Directors of the
Corporation.
2. If the office of any Director becomes vacant by
reason of death, resignation, removal, disqualification, or
otherwise, the Directors may, by the affirmative vote of the
majority of the
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remaining Directors, though less than a quorum, choose a
successor or successors who shall hold office for the
unexpired term. Vacancies in the Board of Directors may be
filled for the unexpired term by the shareholders at a
meeting called for that purpose, unless such vacancies shall
have been filled by the Directors. Vacancies resulting from
an increase in the number of Directors may be filled in the
same manner.
The Board of Directors are authorized to increase
the number of persons to comprise the Board of Directors in
any period between annual shareholders' meetings by the
affirmative vote of a majority of the Directors; provided,
however, that without the unanimous consent of all
Directors, the number of Directors who compromise the Board
of Directors shall not be increased by more than two (2)
persons within any twelve (12) month period.
If the Board of Directors is divided into classes
and in the event of any increase or decrease in the
authorized number of Directors, (1) each Director then
serving as such shall nevertheless continue as a Director of
the class of which he is a member until the expiration of
his term, or upon his earlier resignation, removal from
office, or death, (2) the newly created or eliminated
Directorships resulting from such increase shall be
allocated by the Board of Directors among the three classes
to the extent possible, and (3) in the event such decrease
in the authorized number of Directors makes the total number
of Directors less than nine (9), then the Board of Directors
shall become declassified and the Directors remaining in
office shall continue their terms until the next annual
meeting of shareholders, at which time all of said remaining
Directors shall be re-elected to one year terms or until
their successors are duly elected and qualified.
3. When the Board of Directors shall consist of nine
(9) or more members, in lieu of electing the entire number of
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Directors annually, the Board of Directors of the
Corporation shall be divided into three classes. The method
of classification shall be to assign the longest terms of
those Directors with the most seniority as Directors. In
the event there are more Directors with identical seniority
than there are class positions to be filled, choices shall
be made by drawing of lots. The classes shall be as
follows: Class 1, Class 2, and Class 3, which
classification shall be effective on the 1st day of the
month following the shareholders' meeting during which the
number of members of the Board of Directors is increased to
nine (9) or more. In such an event, the term of office of
Directors in Class 1 shall expire at the first annual
meeting of shareholders after the election, that of Class 2
shall expire at the second annual meeting after their
election, and that of Class 3 shall expire at the third
annual meeting after their election. At each annual meeting
of shareholders after such classification, the number of
Directors equal to the number of the class whose term
expires at the time of such meeting shall be elected to hold
office until the third succeeding annual meeting. No
classification of Directors shall be effective in the event
the number of members of the Board is reduced to few than
nine (9).
4. In furtherance of and not in limitation of the
powers conferred by the laws of the State of Washington, the
Board of Directors is expressly authorized to make, alter,
and repeal the Bylaws of the Corporation, subject to the
power of the shareholders of the Corporation to change or
repeal such Bylaws.
5. The Corporation may enter into, contract, and
otherwise transact business as vendor, purchaser, or
otherwise with its Directors, officers, and shareholders,
and with the Corporation's association with firms and
entities of which they are or may become interested as
Directors, officers, shareholders, members, or otherwise, as
freely as if those such adverse interest did not exist, even
though the vote, action, or presence of such Directors,
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officers, or shareholders may be necessary to obligate the
Corporation under such contracts or transactions; and in the
absence of fraud, no such contracts or transactions shall be
avoided and no such Director, officer, or shareholder shall
be held liable to account to the Corporation, by reason of
such adverse interests or by reason of any fiduciary
relationship to the Corporation arising out of such office
or stock ownership, for any profit or benefit realized by
him through any such contract or transaction; provided that
in the case of Directors and officers of the Corporation
(but not in the case of shareholders who are not Directors
or officers), the nature of the interest of such Directors
or officers be disclosed or known to the Board of Directors
of the Corporation at the meeting thereof at which such
contract or transaction was authorized or confirmed. A
general notice that a Director or officer of the Corporation
is interested in any corporation, association, firm, or
entity, shall be sufficient disclosure as to such Director
or officer with respect to all contracts and transactions
with the corporation, association, firm, or entity.
6. Except as otherwise expressly set forth in these
Articles, any contract, transaction, or act of the
Corporation or of the Directors or of any officers of the
Corporation which shall be ratified by a majority of a
quorum of the shareholders of the Corporation at any annual
meeting or at any special meeting called for such purpose,
shall be as valid and binding as though ratified by every
shareholder of the Corporation.
7. The Corporation shall indemnify to the broadest
extent permitted by Washington law and under the procedures
set forth herein, but without limitations permitted by
statue as to the extent thereof, any and all persons for
whom indemnification is permitted by RCW 23A.08.025, or as
said statute may be amended or superseded, and such person
shall have the right to claim such indemnification.
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8. The current Directors of this Corporation are five
(5) in number and their post office addresses are as
follows:
Name Address
---- -------
Elmer "Abe" D. Miller East 10 3rd Avenue
Spokane, WA 99202
Dorothy Miller East 10 3rd Avenue
Spokane, WA 99202
Linda Peterson East 10 3rd Avenue
Spokane, WA 99202
Gary D. Brajcich North 908 Howard
Spokane, WA 99208
Charles Carpenter West 1005 17th Avenue
Spokane, WA 99203
9. Except as set forth above, the term of Directors
shall be until the next annual meeting of the shareholders
of the Corporation and until their replacements are duly
elected and qualified.
Article VIII will be amend to read as follows:
ARTICLE VIII.
Preemptive rights shall not exist with respect to
shares of stock or securities convertible into shares of
stock of this Corporation. Shareholders of the Corporation
shall not be entitled to cumulate their votes at the
election of the Directors of the Corporation.
3. The date of the adoption of said amendment by the shareholders of the
Corporation is April 4, 1985.
4. The number of shares outstanding of Corporation is 525,000 shares, all
of which are entitled to vote.
5. The number of shares voting for and against said amendment,
respectively, were as follows:
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For Amendment 525,000 Shares
Against Amendment 0 Shares
6. The amendment does not provide for the exchange, reclassification, or
cancellation of issued shares.
7. The amendment does not effect a change in the amount of the
Corporation's authorized capital stock.
KIRK'S HAMBURGERS, INC.
By /s/ Elmer D. "Abe" Miller
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ELMER D. "Abe" MILLER
President
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