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EXHIBIT 3.2
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
DATE RECEIVED (FOR BUREAU USE ONLY)
NAME
Jaffe, Raitt, Heuer & Weiss Attn: Derek S. Adolf
ADDRESS
One Woodward Avenue, Suite 2400
CITY STATE ZIP CODE
Detroit Michigan 48226
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE CORPORATION IDENTIFICATION NUMBER
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ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(PLEASE READ INFORMATION AND INSTRUCTIONS ON THE LAST PAGE)
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:
ARTICLE I
The name of the corporation is:
CAPTEC FRANCHISE CAPITAL CORPORATION IV
ARTICLE II
The purpose or purposes for which the corporation is formed is 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 total authorized shares:
1. Common Shares 60,000
2. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
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ARTICLE IV
1. The address of the registered office is:
24 Frank Lloyd Wright Drive
Ann Arbor, MI 48106
2. The mailing address of the registered office if different from the
registered office address:
P.O. Box 544
Ann Arbor, MI 48106-0544
3. The name of the resident agent at the registered office is:
Patrick L. Beach
ARTICLE V
The name and address of the incorporator is as follows:
Name Residence or Business Address
Derek S. Adolf One Woodward Avenue, Suite 2400, Detroit, Michigan 48226
ARTICLE VI
Any action required or permitted by the Act to be taken at an annual or
special meeting of shareholders may be taken without a meeting, without prior
notice and without a vote, if consents in writing, setting forth the action
so taken, are signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote on the action
were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.
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ARTICLE VII
No director of this corporation shall be personally liable to the corporation
or its shareholders for monetary damages for a breach of such director's
fiduciary duty; provided, that the foregoing shall not limit the liability of
a director for any of the following:
(a) A breach of the director's duty of loyalty to the
corporation or its shareholders.
(b) Acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law.
(c) A violation of Section 551(1) of the Act.
(d) A transaction from which the director derived an improper
personal benefit.
(e) Any other act or omission as to which the Act does not
permit a director's liability to be so limited.
If the Act is hereafter amended to authorize corporate action further
eliminating or limiting the personal liability of directors, the liability of
a director of a corporation shall be eliminated or limited to the fullest
extent permitted by the Act, as so amended. Any repeal, modification or
adoption of any provision in these Articles of Incorporation inconsistent
with this Article VII shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal, modification
or adoption.
I, the incorporator, sign my name this 19th day of July, 1996.
/s/ Derek S. Adolf
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Derek S. Adolf
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Name of person or organization remitting fees: Preparer's name and
business telephone number:
Jaffe, Raitt, Heuer & Weiss, Derek S. Adolf, Esq.
Professional Corporation (313) 961-8380