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EXHIBIT 3.10
ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF
AMERICAN REALTY TRUST, INC.
deleting the
CERTIFICATE OF DESIGNATIONS
of
SERIES A CUMULATIVE PARTICIPATING PREFERRED STOCK
of
AMERICAN REALTY TRUST, INC.
(Pursuant to Sections 14-2-602(d) and (3) of the
Georgia Business Corporation Code)
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American Realty Trust, Inc., a corporation organized and existing under
the Georgia Corporation Code (hereinafter called the "Corporation"), hereby
certifies:
THAT, pursuant to the authority conferred upon the board of directors
(the "Board of Directors") by the articles of incorporation, as amended (the
"Articles of Incorporation") of the Corporation and pursuant to Sections
14-2-602(d) and (e) of the Georgia Business Corporation Code (which Sections
provide that no shareholder action is required in order to effect these
articles of amendment), the Board of Directors by unanimous vote at a meeting
held on February 27, 1997, duly adopted certain recitals and resolutions
providing for the decrease in the number of shares contained in the
Corporation's Series A Cumulative Participating Preferred Stock from 500,000 to
0 and for the elimination of the Series A Preferred Stock from the Articles of
Incorporation and the Corporation's capital structure, which recitals and
resolutions are as follows:
WHEREAS, Article Five of the Articles of Incorporation authorizes the
Corporation to issue not more than 16,666,667 shares of common voting stock,
$0.01 par value per share (the "Common Stock"), and 20,000,000 shares of a
special class of stock, $2.00 par value per share (the "Special Stock"), which
Special Stock may be issued from time to time in one or more series and shall
be designated as the Board of Directors may determine to have such voting
powers, preferences, limitations and relative rights with respect to the shares
of each series of the class of Special Stock of the Corporation as expressly
provided in a resolution or resolutions providing for the issuance of such
series adopted by the Board of Directors which is vested with authority in
respect thereof;
WHEREAS, 500,000 shares of such Special Stock have been previously
designated as the Series A Cumulative Participating Preferred Stock prior to the
date hereof;
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WHEREAS, the Board of Directors of the Corporation originally
designated the Series A Cumulative Participating Preferred Stock in connection
with the adoption of a preferred share purchase rights plan and the issuance of
rights to all holders of the Corporation's Common Stock;
WHEREAS, the Corporation has terminated the aforesaid rights plan and
has redeemed all of the outstanding rights;
WHEREAS, no shares of the Series A Cumulative Participating Preferred
Stock are issued and outstanding;
WHEREAS, the Board of Directors has determined that the Corporation
will not issue shares of the Series A Cumulative Participating Preferred Stock;
WHEREAS, in light of the foregoing, the Board of Directors desires to
amend the Articles of Incorporation to decrease the number of authorized shares
of the Series A Cumulative Participating Preferred Stock from 500,000 to 0 and
thereby eliminate the Series A Cumulative Participating Stock from the
Corporation's capital structure;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted
to the Board of Directors by Article Five of the Articles of Incorporation and
under Section 14-2-602(d) and (e) of the Georgia Business Corporation Code, the
Board of Directors hereby amends the Articles of Incorporation (a) to decrease
the number of authorized shares of the Series A Cumulative Participating
Preferred Stock from 500,000 to 0 and thereby eliminate such series from the
Corporation's capital structure, with such 500,000 shares of the Special Stock
again being available to be designated pursuant to Article Five of the Articles
of Incorporation, and (b) to delete from the Articles of Incorporation the
Certificate of Designations of the Series A Cumulative Participating Preferred
Stock.
IN WITNESS WHEREOF, these Articles of Amendment are executed on behalf
of the Corporation by its President and attested by its Secretary as of the
27th day of February, 1997.
/s/ KARL L. BLAHA
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Karl L. Blaha
President
Attest:
/s/ ROBERT A. WALDMAN
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Robert A. Waldman
Secretary
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