EXHIBIT 3.11
FORM OF
ARTICLES OF AMENDMENT AND RESTATEMENT
OF THE CHARTER
OF
SERVICE AMERICA CONCESSIONS CORPORATION
Service America Concessions Corporation (the "Corporation"), a
corporation organized and existing under the laws of the State of Maryland
desires to amend and restate its charter as currently in effect.
These Articles of Amendment and Restatement of the Charter of
the Corporation were advised and approved by a majority of the Board of
Directors of the Corporation and approved by the stockholders of the
Corporation.
The provisions set forth in these Articles of Amendment and
Restatement of the Charter are all the provisions of the Charter of the
Corporation currently in effect.
These Articles of Amendment and Restatement of the Charter,
which further restate and amend the charter of the Corporation, as heretofore
amended and restated, have been duly adopted in accordance with Section 2-609 of
the General Corporation Law of the State of Maryland. The Corporation has
received payment for its stock.
The charter of the Corporation, as heretofore amended and
restated, is hereby further amended and restated to read in its entirety as
follows:
FIRST: The name of the Corporation is Service America
Concessions Corporation. The current address of the principal office of the
Corporation within the State of Maryland is 300 East Lombard Street,
Baltimore, Maryland 21202.
SECOND: The registered agent of the Corporation in the State
of Maryland is The Corporation Trust Incorporated, 300 East Lombard Street,
Baltimore, Maryland 21202.
THIRD: The purposes of the Corporation are to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Maryland ("MGCL").
FOURTH: (1) The total number of shares of stock which the
Corporation shall have authority to issue is 100, consisting of 100 shares of
Common Stock, par value $0.01 per share ("Common Stock"). The number of
authorized shares of the Common Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority in voting power of the stock of the Corporation
entitled to vote thereon.
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(2) (a) Each holder of Common Stock, as such, shall be entitled to one
vote for each share of Common Stock held of record by such holder on all matters
on which stockholders generally are entitled to vote.
(b) Subject to applicable law, dividends may be declared and paid
on the Common Stock at such times and in such amounts as the Board of Directors
in its discretion shall determine.
(c) Upon the dissolution, liquidation or winding up of the
Corporation, the holders of the Common Stock, as such, shall be entitled to
receive the assets of the Corporation available for distribution to its
stockholders ratably in proportion to the number of shares held by them.
FIFTH: The Board of Directors shall be authorized to make,
amend, alter, change, add to or repeal the By-Laws of the Corporation without a
stockholder vote in any manner not inconsistent with the laws of the State of
Maryland or these Articles of Amendment and Restatement of the Charter, subject
to the power of the stockholders entitled to vote to amend, alter, change, add
to or repeal the By-Laws made by the Board of Directors. Notwithstanding
anything contained in these Articles of Amendment and Restatement of the Charter
to the contrary, the affirmative vote of the holders of at least a majority in
voting power of all the shares of the Corporation entitled to vote generally in
the election of directors shall be required in order for the stockholders to
amend, alter, change, add to or repeal the By-Laws of the Corporation.
SIXTH: (1) To the fullest extent permitted by the laws of the
State of Maryland:
(a) Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any actual or
threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a "proceeding") (other than an action by or in the
right of the Corporation in which the indemnitee (as hereinafter defined) shall
have been adjudged to be liable to the Corporation), by reason of the fact that
he or she or a person of whom he or she is the legal representative is or was a
director or an officer of the Corporation or, while a director of the
Corporation, is or was serving at the request of the Corporation as a director,
officer or trustee of another corporation, partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer or trustee or in any other
capacity while serving as a director, officer or trustee, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
MGCL, as the same exists or may hereafter be amended, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by such indemnitee in connection therewith;
provided, however, that, except as provided in the By-Laws of the Corporation
with respect to proceedings to enforce rights to indemnification and
"advancement of expenses" (as defined below), the Corporation shall indemnify
any such indemnitee in connection with a proceeding (or part thereof) initiated
by such indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation.
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(b) In addition to the right to indemnification conferred
in this Article Sixth, Section (1), an indemnitee shall also have the right to
be paid by the Corporation the reasonable expenses (including attorneys' fees)
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the MGCL
requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer shall be made only upon delivery to the
Corporation of: (i) a written affirmation by the indemnitee of the indemnitee's
good faith belief that he or she has met the standard of conduct set forth in
the MGCL; and (ii) a written undertaking, by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Article Sixth or otherwise.
(2) A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) to the extent that a
judgment or other final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding, or (ii) to the
extent that it is proved that the person actually received an improper personal
benefit or profit in money, property or services for the amount of the benefit
or profit in money, property or services actually received. Any repeal or
modification of this Article Sixth, Section (2) shall be prospective only, and
shall not adversely affect any elimination or limitation of the personal
liability of a director of the Corporation in respect of any act or omission
occurring prior to the time of such repeal or modification. If the MGCL is
amended after the effective date of these Articles of Amendment and Restatement
of the Charter to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the MGCL, as so amended.
SEVENTH: The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors consisting of at least
one (1) director, the exact number of directors to be determined from time to
time by resolution adopted by an affirmative vote of a majority of the Board of
Directors. A director shall hold office until the next annual meeting of
stockholders and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Any newly created directorship on the Board of Directors
that results from an increase in the number of directors shall be filled only by
a majority of the directors then in office, although less than a quorum, or by a
sole remaining director for a term which shall expire at the next annual meeting
of stockholders and until a successor is elected and shall qualify. A vote by
the holders of a plurality of the votes cast by holders of shares present in
person or represented by proxy and entitled to vote thereon shall be required to
fill any vacancy not resulting from an increase in the number of directors, and
any director so elected shall have the same remaining term as that of his
predecessor. The number of directors may be decreased but in no case shall a
decrease in the number of directors remove or shorten the term of any incumbent
director. Directors may be removed with or without cause, and only by the
affirmative vote of at least a majority in voting power of all shares of the
Corporation entitled to vote generally in the election of directors.
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(2) The number of directors constituting the Board of Directors is
three and the names of the persons who serve as a director are Kenneth R. Frick,
Lawrence E. Honig and Janet L. Steinmayer.
EIGHTH: Any action required or permitted to be taken by the
holders of the Common Stock of the Corporation may be effected at a duly called
annual or special meeting of such holders or may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by the holders of
all the shares entitled to vote with respect to the action that is the subject
of the consent. Except as otherwise required by law, special meetings of
stockholders of the Corporation may be called only by (i) the Chairman of the
Board of Directors of the Corporation or by the Board of Directors pursuant to a
resolution approved by the Board of Directors, (ii) the President of the
Corporation, or (iii) by the Board of Directors upon a written request by the
holders of at least 25% in voting power of all shares of the Corporation
entitled to vote at such meeting. The Board of Directors has the sole power to
choose the date, time and place of special meetings of stockholders. The books
of the Corporation may be kept outside the State of Maryland at such place or
places as may be designated by the Board of Directors or in the By-Laws of the
Corporation, provided, however, that the original or a certified copy of the By
Laws of the Corporation, including any amendments to them, shall be kept at the
Corporation's principal office.
NINTH: The holders of a majority in voting power of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business.
TENTH: Notwithstanding anything contained in these Articles of
Amendment and Restatement of the Charter to the contrary, the affirmative vote
of the holders of at least two-thirds in voting power of all the shares of the
Corporation entitled to vote generally in the election of directors shall be
required to alter, amend or repeal Article Fifth, Article Sixth, Article
Seventh, Article Eighth, Article Ninth or this Article Tenth or to adopt any
provision inconsistent therewith.
ELEVENTH: The affirmative vote of two-thirds of: (1) all votes
entitled to be cast; and (2) the members of the Board of Directors in office
shall be required to approve any merger, any sale of all or substantially all of
the assets of the Corporation, any liquidation of the Corporation or the filing
by the Corporation of a voluntary petition in bankruptcy."
The undersigned Chairman of the Board of Directors
acknowledges these Articles of Amendment and Restatement of the Charter to be
the corporate act of the Corporation and as to all matters or facts required to
be verified under oath, the undersigned Chairman of the Board of Directors
acknowledges to the best of his knowledge, information and belief, these matters
and facts are true in all material respects and that this statement is made
under the penalties of perjury.
* * *
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IN WITNESS WHEREOF, SERVICE AMERICA CONCESSIONS CORPORATION
has caused its corporate seal to be hereunto affixed and these Articles of
Amendment and Restatement of the Charter to be signed by John T. Dee, Chairman
of the Board of Directors and attested to by its Vice President, General Counsel
and Secretary on this ____ day of ________, 2003.
SERVICE AMERICA CONCESSIONS
CORPORATION
(seal)
By:_______________________________________
Name: John T. Dee
Title: Chairman of the Board of Directors
ATTEST:
_____________________________________
Janet L. Steinmayer
Vice President, General Counsel and Secretary