EXHIBIT 3.2
FEDERAL IDENTIFICATION
NO. 04-2103460
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Anthony F. DiFillippo, President, and William H. Gorham, Clerk, of
Unifirst Corporation located at 68 Jonspin Road, Wilmington, Massachusetts 01887
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on January 12, 1988, by
vote of 4,212,143 shares of Common Stock out of 5,039,552 shares outstanding,
being at least two-thirds of each class outstanding and entitled to vote thereon
and of each class or series of stock whose rights are adversely affected
thereby.(2)
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(2) For amendments adopted pursuant to Chapter 156B, Section 71.
TO CHANGE the number of shares and the par value, if any, of each class
of stock within the corporation fill in the following:
The total presently authorized is:
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NO PAR VALUE WITH PAR VALUE
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
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COMMON
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PREFERRED
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Change the total to:
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NO PAR VALUE WITH PAR VALUE
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
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COMMON
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PREFERRED
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Article 6 of the Restated Articles of Organization of UniFirst
Corporation (the "Company") is hereby amended by adding the following Article 6G
thereto:
Article 6G. LIMITATION OF LIABILITY OF DIRECTORS. No Director of
this Company shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as
a Director notwithstanding any provision of law imposing such
liability; provided, however, that this Article shall not
eliminate or limit any liability of a Director (i) for any breach
of the Director's duty of loyalty to the Company or its
shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Sections 61 or 62 of the Massachusetts Business
Corporation Law, or (iv) with respect to any transaction from
which the Director derived an improper personal benefit.
The provision of this Article shall not eliminate or limit the
liability of a Director of this Company for any act or omission
occurring prior to the date on which this Article became
effective. No amendment or repeal of this Article shall adversely
affect the rights and protection afforded to a Director of this
Company under this Article for acts or omissions occurring while
this Article is in effect.
If the Massachusetts Business Corporation Law is subsequently
amended to further eliminate or limit the personal liability of
directors or to authorize corporate action to further eliminate or
limit such liability, then the liability of the Directors of this
Company shall be eliminated or limited to the fullest extent
permitted by the Massachusetts Business Corporation Law as so
amended.
This Article does not limit the Company's powers, or Directors'
rights, under Article 6A of the Company's Restated Articles of
Organization, or as otherwise permitted by law.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 13th day of January, in the year 1988.
/s/ Anthony F. DiFillippo
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Anthony F. DiFillippo, President
/s/ William H. Gorham
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William H. Gorham, Clerk
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and, the filing fee in
the amount of $75.00 having been paid, said articles are deemed to have been
filed with me this 20th day of January, 1988.
/s/ Michael J. Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO:
Raymond C. Zemlin, Esq.
Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109
Telephone: (617) 570-1512