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EXHIBIT 3(i) ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
MICROS SYSTEMS, INC.
ARTICLES OF AMENDMENT
MICROS Systems, Inc., a Maryland corporation, having its principal
office at 12000 Baltimore Avenue, Beltsville, Maryland 20705 (which is
hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Articles of Incorporation of the Corporation are hereby
amended by striking out Article FIFTH thereof in its entirety and inserting in
lieu thereof the following:
"FIFTH: The total number of shares which the Corporation
shall have authority to issue is 30,000,000, all such shares to be
common stock, par value $0.025 per share. Dividends may be declared
on the common stock and each share of common stock will entitle the
holder thereof to one vote in all proceedings in which action should
be taken by stockholders of the Corporation."
SECOND: The Articles of Incorporation of the Corporation are hereby
further amended by striking out Article SEVENTH, subsection (e), thereof in its
entirety and inserting in lieu thereof the following:
"(e) No holders of stock of the Corporation, of whatever
class, shall have any preferential right of subscription to any shares
of any class or to any securities convertible into shares of stock of
the Corporation, nor any right of subscription to any thereof other
than such, if any, as the Board of Directors in its discretion may
fix; and any shares of convertible securities which the Board of
Directors may determine to offer for subscription to the holders of
stock may, as said Board of Directors shall determine, be offered to
holders of any class or classes of stock at the time existing to the
exclusion of holders of any or all other classes at the time
existing."
THIRD: The Board of Directors of the Corporation at a meeting duly
convened and held on September 24, 1997, adopted a resolution in which was set
forth the foregoing amendments to the Articles of Incorporation of the
Corporation, declaring that said amendments were advisable and directing that
such amendments be submitted for action thereon at the next annual meeting of
the stockholders of the Corporation.
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EXHIBIT 3(i) ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION, continued
FOURTH: The amendments of the Articles of Incorporation of the
Corporation as hereinabove set forth were approved by the affirmative vote of a
majority of the total votes eligible to be cast at the annual meeting of
stockholders held on November 21, 1997, in accordance with the provisions of
Article SEVENTH, subsection (f), of the Articles of Incorporation of the
Corporation.
FIFTH: (a) Prior to the amendment, the Corporation had authority
to issue 10,000,000 shares of common stock with a par value of $.025 per share.
(b) After amendment the Corporation has authority to
issue 30,000,000 shares of common stock with a par value of $.025 per share.
(c) The capital stock of the Corporation is not divided
into classes.
(d) The aggregate par value of all shares of common stock
of the Corporation is $750,000.
IN WITNESS WHEREOF, MICROS Systems, Inc. has caused these presents to
be signed in its name and on its behalf by its President and its corporate seal
to be hereunto affixed and attested by its Secretary on the __ day of November,
1997.
ATTEST MICROS SYSTEMS, INC.
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Judith F. Wilbert By: A.L. Giannopoulos
Secretary Its: President and Chief Executive
Officer
THE UNDERSIGNED, President and Chief Executive Officer of MICROS
Systems, Inc., who executed on behalf of the Corporation the foregoing Articles
of Amendment of which this is made a part, hereby acknowledges in the name and
on behalf of said Corporation that the foregoing Articles of Amendment to be
the corporate act of said Corporation, and hereby certifies that to the best of
his knowledge, information, and belief the matters and facts set forth therein
with respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
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A.L. Giannopoulos
President and Chief Executive
Officer
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EXHIBIT 3(i) ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION, continued
STATE OF MARYLAND, COUNTY OF PRINCE GEORGES, To wit:
I HEREBY CERTIFY that on this __ day of November, 1997, before me, the
subscriber, a Notary Public in and for the State and County aforesaid,
personally appeared A.L. Giannopoulos, President of the Corporation and made
oath in due form of law that he executed the above on behalf of the
Corporation, being authorized to do so, and executed same in my presence.
AS WITNESS My Hand and Notarial Seal.
My commission expires:
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Judith F. Wilbert
Notary Public
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