1
EXHIBIT 3.1
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
INTERSTATE HOTELS COMPANY
Under Section 1915 of the
Pennsylvania Business Corporation Law
The undersigned corporation (the "Corporation"), organized and existing under
the laws of the Commonwealth of Pennsylvania, for the purpose of amending and
restating its Articles of Incorporation, hereby certifies as follows:
1. The name of the Corporation is Interstate Hotels Company, and the address of
its registered office is Foster Plaza 10, 680 Andersen Drive, Pittsburgh,
Pennsylvania 15220, Allegheny County.
2. The Corporation was originally incorporated under the Pennsylvania Business
Corporation Law (the "BCL") on April 19, 1996.
3. These Amended and Restated Articles of Incorporation will be effective upon
filing with the Pennsylvania Department of State.
4. These Amended and Restated Articles of Incorporation were duly adopted in
accordance with the provisions of Section 1914 of the BCL by the unanimous
consent of the Board of Directors of the Corporation and the unanimous
consent of the shareholders of the Corporation.
5. These Amended and Restated Articles of Incorporation supersede the
Corporation's original Articles of Incorporation and all prior amendments
thereto.
6. The Corporation's Articles of Incorporation are hereby amended and restated
to read in their entirety as follows:
2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INTERSTATE HOTELS COMPANY
* * *
FIRST. The name of the Corporation is Interstate Hotels Company.
SECOND. The address of the registered office of the Corporation in the
Commonwealth of Pennsylvania is Foster Plaza 10, 680 Andersen Drive,
Pittsburgh, Pennsylvania 15220.
THIRD. The Corporation is incorporated under the provisions of the
Pennsylvania Business Corporation Law (the "BCL"), and the purpose of the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the BCL.
FOURTH. Section 1. AUTHORIZED CAPITAL STOCK. The total number of shares of
capital stock that the Corporation is authorized to issue is 100,000,000
shares, consisting of 75,000,000 shares of Common Stock, par value $0.01 per
share ("COMMON STOCK"), and 25,000,000 shares of Preferred Stock, par value
$0.01 per share ("PREFERRED STOCK").
Section 2. PREFERRED STOCK. The Preferred Stock may be issued in one or
more series. The Board of Directors of the Corporation (the "BOARD") has the
authority to authorize the issuance of shares of Preferred Stock in any series
and to fix from time to time before issuance the number of shares to be
included in any such series and the designation, relative powers, preferences,
and rights and qualifications, limitations, or restrictions of all shares of
any series. The authority of the Board with respect to each such series will
include, without limiting the generality or effect of the foregoing, the
determination of any or all of the following:
(a) the number of shares of any series and the designation to distinguish
the shares of such series from the shares of all other series;
(b) the voting powers, if any, and whether such voting powers are full or
limited;
(c) the redemption provisions, if any, applicable to such series,
including the redemption price or prices to be paid;
3
(d) whether dividends, if any, will be cumulative or noncumulative, the
dividend rate for such series, and the dates and preferences of dividends on
such series;
(e) the rights of such series upon the voluntary or involuntary
dissolution of, or upon any distribution of the assets of, the Corporation;
(f) the provisions, if any, pursuant to which the shares of such series
are convertible into, or exchangeable for, shares of any other class or
classes or of any other series of the same or any other class or classes of
stock, or any other security, of the Corporation or any other corporation or
other entity, and the price or prices or the rates of exchange applicable
thereto;
(g) the right, if any, to subscribe for or to purchase any securities of
the Corporation or any other corporation or other entity;
(h) the provisions, if any, of a sinking fund applicable to such series;
and
(i) any other relative, participating, optional, or other special powers,
preferences, rights, qualifications, limitations, or restrictions thereof;
all as may be determined from time to time by the Board and set forth in the
resolution or resolutions providing for the issuance of such Preferred Stock
(each, a "PREFERRED STOCK DESIGNATION").
Section 3. COMMON STOCK. Except as may otherwise be provided in a
Preferred Stock Designation, the holders of Common Stock will be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders for
each share of Common Stock held of record by such holder as of the record date
for such meeting.
FIFTH. The Corporation will have perpetual existence.
SIXTH. These Amended and Restated Articles of Incorporation will be
effective upon filing with the Pennsylvania Department of State.
SEVENTH. The Board may make, amend, and repeal the Bylaws of the Corporation
("BYLAWS"). Any Bylaw made by the Board under the powers conferred hereby may
be amended or repealed by the Board (except as specified in any such Bylaw so
made or amended) or by the shareholders in the manner provided in the Bylaws.
Notwithstanding the foregoing and anything contained in these Articles of
Incorporation to the contrary, Sections 1.1, 1.3, 1.9, 2.2, 2.3, 2.4, 2.5 and
9.1 and Article VI of the Bylaws may not be amended or repealed by the
shareholders, and no provision inconsistent therewith may be adopted by the
shareholders, without the affirmative vote of the holders of at least 80% of
the Voting Stock, voting together as a single class; provided, however, that if
any such action (other than any direct or indirect amendment
-2-
4
to Section 1.6 of the Bylaws) is approved by the affirmative vote of the
holders of a majority, but less than 80%, of the Voting Stock (in addition to
any other approvals required by law), such action will become effective one
year after the date of such approval. Notwithstanding anything contained in
these Articles of Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the Voting Stock, voting together as a single class,
is required to amend or repeal, or to adopt any provision inconsistent with,
this Article Seventh. For the purposes of these Articles of Incorporation,
"VOTING STOCK" means stock of the Corporation of any class or series entitled
to vote generally in the election of Directors.
EIGHTH. Subject to the rights of the holders of any series of Preferred
Stock:
(a) any action required or permitted to be taken by the shareholders of
the Corporation must be effected at a duly called annual or special meeting
of shareholders of the Corporation and may not be effected by any consent in
writing of such shareholders or other action not taken at a meeting of
shareholders; and
(b) special meetings of shareholders of the Corporation may be called
only by (i) the Chairman of the Board (the "CHAIRMAN"), (ii) the Secretary of
the Corporation within 10 calendar days after receipt of the written request
of 80% of the total number, assuming no vacancies, of the Directors of the
Corporation (the "WHOLE BOARD"), and (iii) as provided in Section 1.3(c) of
the Bylaws.
At any annual meeting or special meeting of shareholders of the Corporation,
only such business will be conducted or considered as has been brought before
such meeting in the manner provided in the Bylaws; provided, however, that
action taken at a special meeting of shareholders may not include the removal
of Directors other than for cause, the increase or decrease in the number of
Directors or any other action affecting the composition of the Board or any
committee thereof (other than the removal of Directors, but only for cause as
contemplated above). Notwithstanding anything contained in these Articles of
Incorporation to the contrary, the affirmative vote of the holders of at least
80% of the Voting Stock, voting together as a single class, is required to
amend or repeal, or to adopt any provision inconsistent with, this Article
Eighth; provided, however, that if any proposed amendment or repeal of, or
adoption of a provision inconsistent with, clause (b) of the first sentence of
this Article Eighth is approved by the affirmative vote of the holders of a
majority, but less than 80%, of the Voting Stock, voting together as a single
class, such proposed amendment, repeal, or adoption of an inconsistent
provision will become effective one year after such approval.
NINTH. Section 1. NUMBER, ELECTION, AND TERMS OF DIRECTORS. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, (i) the number of the Directors of the Corporation will be fixed
from time to time in the manner provided in the Bylaws and (ii) Directors may
be elected by the shareholders only at an annual meeting of shareholders and
only in the manner provided in the Bylaws.
-3-
5
Section 2. NOMINATION OF DIRECTOR CANDIDATES. Advance notice of
shareholder nominations for the election of Directors must be given in the
manner provided in the Bylaws.
Section 3. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, newly created directorships resulting from any increase in the
number of Directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal, or other cause will be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board, by a sole remaining Director, or,
if there is no remaining Director, by the shareholders. Any Director elected
in accordance with the preceding sentence will hold office for the remainder of
the term of the directorship for which such Director was so elected and until
such Director's successor has been elected and qualified. No decrease in the
number of Directors constituting the Board may shorten the term of any
incumbent Director.
Section 4. REMOVAL. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, any Director may be removed from
office (i) by the Board as provided in the Bylaws and (ii) by the shareholders
only for cause and only in the manner provided in this Section 4. At any
annual meeting of the shareholders, the affirmative vote of the holders of at
least a majority of the Voting Stock, voting together as a single class, may
remove such Director or Directors; provided, however, that the Chairman may be
removed only by the affirmative vote of the holders of at least 80% of the
Voting Stock, voting together as a single class.
Section 5. AMENDMENT, REPEAL, ETC. Notwithstanding anything contained in
these Articles of Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the Voting Stock, voting together as a single class,
is required to amend or repeal, or to adopt any provision inconsistent with,
this Article Ninth; provided, however, that if any such proposed amendment or
repeal or adoption of an inconsistent provision is approved by the affirmative
vote of the holders of a majority, but less than 80%, of the Voting Stock,
voting together as a single class, such proposed amendment, repeal, or adoption
of an inconsistent provision will become effective one year after such
approval.
TENTH. To the full extent permitted by the BCL or any other applicable law
currently or hereafter in effect, no Director of the Corporation will be
personally liable to the Corporation or its shareholders for or with respect to
any acts or omissions in the performance of his or her duties as a Director of
the Corporation. Any repeal or modification of this Article Tenth will not
adversely affect any right or protection of a Director of the Corporation in
respect of any act or omission occurring in whole or in part prior to such
repeal or modification.
-4-
6
ELEVENTH. Each person who is or was or had agreed to become a Director or
officer of the Corporation, and each such person who is or was serving or who
had agreed to serve at the request of the Board or an officer of the Corporation
as an employee or agent of the Corporation or as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or other
entity, whether for profit or not for profit (including the heirs, executors,
administrators, or estate of such person), will be indemnified by the
Corporation to the full extent permitted by the BCL or any other applicable law
as currently or hereafter in effect. The right of indemnification provided in
this Article Eleventh (a) will not be exclusive of any other rights to which any
person seeking indemnification may otherwise be entitled, including without
limitation pursuant to any contract approved by a majority of the Whole Board
(whether or not the Directors approving such contract are or are to be parties
to such contract or similar contracts) and (b) will be applicable to matters
otherwise within its scope whether or not such matters arose or arise before or
after the adoption of this Article Eleventh. Without limiting the generality or
the effect of the foregoing, the Corporation may adopt Bylaws, or enter into one
or more agreements with any person, which provide for indemnification greater or
otherwise different than that provided in this Article Eleventh or the BCL, and
any such agreement approved by the Whole Board will be a valid and binding
obligation of the Corporation regardless of whether one or more members of the
Board, or all members of the Board, are parties thereto or to similar
agreements. Notwithstanding anything to the contrary in this Article Eleventh,
in the event that the Corporation enters into a contract with any person
expressly providing for indemnification of such person, the provisions of such
contract will exclusively govern the Corporation's obligations in respect of
indemnification for or advancement of fees or disbursements of such person's
counsel or any other professional engaged by such person. Any amendment or
repeal of, or adoption of any provision inconsistent with, this Article Eleventh
will not adversely affect any right or protection existing hereunder, or arising
out of events occurring or circumstances existing, in whole or in part, prior to
such amendment, repeal, or adoption and no such amendment, repeal, or adoption,
will affect the legality, validity, or enforceability of any contract entered
into or right granted prior to the effective date of such amendment, repeal, or
adoption.
IN WITNESS WHEREOF, Interstate Hotels Company has caused its corporate seal
to be hereunto affixed and these Articles of Amendment to be signed by its Vice
President and attested by its Secretary, this day of June, 1996.
INTERSTATE HOTELS COMPANY
By:
-------------------------------
Vice President
ATTEST:
- - ---------------------------------
Secretary
-5-