EXHIBIT 3.1
CORNERSTONE REALTY FUND, INC.
ARTICLES OF INCORPORATION
THIS IS TO CERTIFY THAT:
FIRST: The undersigned, Terry G. Roussel, whose address is 4590
MacArthur Blvd., Suite 610, Newport Beach, California 92660, being at least 18
years of age, does hereby form a corporation under the general laws of the State
of Maryland.
SECOND: The name of the corporation (which is hereinafter called the
"Corporation") is:
Cornerstone Realty Fund, Inc.
THIRD: The Corporation is formed for the purpose of carrying on any
lawful business.
FOURTH: The address of the principal office of the Corporation in
this State is c/o The Corporation Trust Incorporated, 300 East Lombard Street,
Baltimore, Maryland 21202.
FIFTH: The name and address of the resident agent of the Corporation
are The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore,
Maryland 21202. The resident agent is a Maryland corporation.
SIXTH: The total number of shares of stock which the Corporation has
authority to issue is 1,000 shares, $0.001 par value per share, all of one
class. The aggregate par value of all authorized shares having a par value is
$1. The Board of Directors, with the approval of a majority of the entire Board
and without any action by the stockholders of the Corporation, may amend the
charter of the Corporation from time to time to increase or decrease the
aggregate number of shares of stock or the number of shares of stock of any
class or series that the Corporation has authority to issue.
SEVENTH: The Corporation shall have a board of one director unless
the number is increased or decreased in accordance with the Bylaws of the
Corporation. However, the number of directors shall never be less than the
minimum number required by the Maryland General Corporation Law. The initial
director is:
Terry G. Roussel
EIGHTH: (a) The Corporation reserves the right to make any
amendment of the charter, now or hereafter authorized by law, including any
amendment which alters the contract rights, as expressly set forth in the
charter, or any shares of outstanding stock.
(b) The Board of Directors of the Corporation may authorize
the issuance from time to time of shares of its stock of any class, whether now
or hereafter authorized, or securities convertible into shares of its stock of
any class, whether now or hereafter authorized, for such consideration as the
Board of Directors may deem advisable, subject to such restrictions or
limitations, if any, as may be set forth in the Bylaws of the Corporation.
(c) The Board of Directors of the Corporation may, by
articles supplementary, classify or reclassify any unissued stock from time to
time by setting or changing the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of the stock.
NINTH: No holder of shares of stock of any class shall have any
preemptive right to subscribe to or purchase any additional shares of any class,
or any bonds or convertible securities of any nature;
provided, however, that the Board of Directors may, in authorizing the issuance
of shares of stock of any class, confer any preemptive right that the Board of
Directors may deem advisable in connection with such issuance.
TENTH: To the maximum extent that Maryland law in effect from time
to time permits limitation of the liability of directors and officers, no
director or officer of the Corporation shall be liable to the Corporation or its
stockholders of money damages. Neither the amendment nor repeal of this Article,
nor the adoption or amendment of any other provision of the charter or Bylaws
inconsistent with this Article, shall apply to or affect in any respect the
applicability of the preceding sentence with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation
and acknowledge the same to be my act on this 21st day of October, 2004.
/s/ Terry G. Roussel
-2-
CORNERSTONE REALTY FUND, INC.
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter of Cornerstone Realty Fund, Inc., a Maryland
corporation (the "Corporation"), is hereby amended by deleting existing Article
SECOND in its entirety and substituting in lieu thereof a new article to read as
follows:
SECOND: The name of the corporation (which is hereinafter called the
"Corporation") is:
Cornerstone Core Properties REIT, Inc.
SECOND: The amendment to the charter of the Corporation as set forth above
has been duly approved by at least a majority of the entire Board of Directors
as required by law. The amendment set forth herein is made without action by the
stockholders of the Corporation, pursuant to Section 2-605(a)(1) of the Maryland
General Corporation Law.
THIRD: The undersigned President acknowledges these Articles of Amendment
to be the corporate act of the Corporation and as to all matters or facts
required to be verified under oath, the undersigned President acknowledges that
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 for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be signed in its name and on its behalf by its President and attested to by
its Secretary on this 9th day of May, 2005.
ATTEST: CORNERSTONE REALTY FUND, INC.
By: /s/ Alfred J. Pizzuro By: Terry G. Roussel (SEAL)
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Name: Alfred J. Pizzuro Name: Terry G. Roussel
Title: Secretary Title: President