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EXHIBIT NUMBER 3.1.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE MAXIM GROUP, INC.
The Maxim Group, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST, that at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted which proposed certain amendments to the
Certificate of Incorporation of the Corporation, declaring said amendments to
be advisable and directing that said amendments be considered at the next
annual meeting of the stockholders of the Corporation.
SECOND, that thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of said amendments.
THIRD, that said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH, that the capital of the Corporation shall not be reduced under
or by reason of said amendments.
FIFTH, that in accordance therewith, the Certificate of Incorporation
of the Corporation is hereby amended as follows:
1.
Article IV of the Certificate of Incorporation of the Corporation
shall be amended by deleting the first two paragraphs thereof in their entirety
and replacing them as follows:
"The Corporation shall have authority to issue 26,000,000
shares of capital stock, which shall be divided into classes and shall
have the following designations, preferences, limitations and
relative rights:
A. Common Stock. One class shall consist of 25,000,000
shares of common stock having a par value of $.001 per share,
designated "Common Stock." Subject to the rights of the holders
of Preferred Stock, the holders of Common Stock shall be entitled to
elect all of the members of the Board of Directors of the Corporation,
and such holders shall be entitled to vote as a class on all matters
required or permitted to be submitted to the shareholders of the
Corporation."
2.
The Certificate of Incorporation of the Corporation shall be amended
by adding thereto a new Article, to be designated as Article XI, as follows:
"XI.
(a) Number, Election and Terms. The business and affairs
of the Corporation shall be managed by or under the direction of a
board of directors which,
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except as otherwise fixed by or pursuant to the provisions of Article
IV hereof relating to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified
circumstances, shall consist of not less than three (3) nor more than
fifteen (15) persons. The exact number of directors within the
minimum and maximum limitations specified in the preceding sentence
shall be fixed from time to time by the board of directors pursuant to
a resolution adopted by a majority of the entire board of directors.
At the annual meeting of stockholders of the Corporation held in 1996,
the directors shall be divided into three classes, as nearly equal in
number as possible, with the term of office of the first class of
directors to expire at the annual meeting of stockholders of the
Corporation to be held in 1997, the term of office of the second class
of directors to expire at the annual meeting of stockholders of the
Corporation to be held in 1998, and the term of office of the third
class of directors to expire at the annual meeting of stockholders of
the Corporation to be held in 1999. At each annual meeting of the
stockholders of the Corporation following such initial classification
and election, and except as otherwise so fixed by or pursuant to the
provisions of Article IV hereof relating to the rights of the holders
of any series of Preferred Stock to elect additional directors under
specified circumstances, directors elected to succeed those directors
whose terms expire at such annual meeting shall be elected for a term
of office to expire at the third succeeding annual meeting of
stockholders of the Corporation after their election.
(b) Vacancies and Newly Created Directorships. Subject to the
rights of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from any increase
in the number of directors or any vacancies occurring in the board of
directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled
by the affirmative vote of a majority of the remaining directors then
in office, although less than a quorum of the board of directors, or
by the sole remaining director. A director so chosen shall hold office
until the annual meeting of stockholders of the Corporation at which
the term of the class of directors for which he has been chosen
expires. No decrease in the number of directors constituting the board
of directors shall shorten the term of any incumbent director.
(c) Continuances in Office. Notwithstanding the foregoing
provisions of this Article XI, any director whose term of office has
expired shall continue to hold office until his successor shall be
elected and qualify.
(d) Removal. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, any director, or the
entire board of directors, may be removed from office at any time, but
only for cause and only by the affirmative vote of the holders of at
least seventy-five percent (75%) of the total number of votes entitled
to be cast by the holders of all of the shares of capital stock of the
Corporation then entitled to vote generally in the election of
directors. The holder of each share of capital stock entitled to vote
thereon shall be entitled to cast the same number of votes as the
holder of such shares is entitled to cast generally in the election of
each director.
(e) Amendment, Repeal, Etc. Notwithstanding any other
provisions of this Certificate or the By-laws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified
by law, this Certificate or the By-laws of the Corporation), the
affirmative vote of the holders of at least seventy-five percent (75%)
of the total number of votes entitled to be cast by the holders of all
of the shares of capital stock of the Corporation then entitled to
vote generally in the
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election of directors shall be required to amend, alter, change or
repeal, or to adopt any provision as part of this Certificate
inconsistent with, this Article XI. The holder of each share of
capital stock entitled to vote thereon shall be entitled to cast the
same number of votes as the holder of such shares is entitled to cast
generally in the election of each director."
3.
The Certificate of Incorporation of the Corporation shall be amended
by adding thereto a new Article, to be designated as Article XII, as follows:
"XII.
Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called
annual or special meeting of stockholders of the Corporation and may
not be effected by any consent in writing by such stockholders.
Special meetings of stockholders of the Corporation may be called only
by the Chairman of the Board, the Chief Executive Officer or the board
of directors pursuant to a resolution approved by a majority of the
entire board of directors, upon not less than ten nor more than sixty
days' written notice. Notwithstanding any other provisions of this
Certificate or the By-laws of the Corporation (and notwithstanding the
fact that some lesser percentage may be specified by law, this
Certificate or the By-laws of the Corporation), the affirmative vote
of the holders of at least seventy-five percent (75%) of the total
number of votes entitled to be cast by the holders of all of the
shares of the capital stock of the Corporation then entitled to vote
generally in the election of directors shall be required to amend or
repeal, or to adopt any provision as part of this Certificate
inconsistent with, this Article XII. The holder of each share of
capital stock entitled to vote thereon shall be entitled to cast the
same number of votes as the holder of such shares is entitled to cast
generally in the election of each director. 4.
The Certificate of Incorporation of the Corporation shall be amended
by adding thereto a new Article, to be designated as Article XIII, as follows:
"XIII.
(a) Amendment of By-Laws by Board of Directors. Except as
otherwise provided in this Certificate or by applicable law, the board
of directors, pursuant to the terms of this Article XIII, may amend or
repeal any provision of the By-Laws of the Corporation or adopt any
new By-Law, unless the shareholders have adopted, amended or repealed
a particular By-Law provision and, in doing so, have expressly
reserved to the shareholders the right of amendment or repeal
therefor. The board of directors may adopt, amend, alter or repeal the
By-Laws of the Corporation only by the vote of a majority of the
entire Board.
(b) Supermajority Required for Amendment by Shareholders. The
stockholders of the Corporation have the right, in accordance with the
voting requirements set forth in this Article XIII(b), to amend or
repeal any provision of the By-Laws of the Corporation, or to adopt
new By-Law provisions, even though such provisions may also be
adopted, amended or repealed by the Board. Except as may otherwise
specifically be required by law, the affirmative vote of the holders
of not
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less than seventy-five percent (75%) of the total number of votes
entitled to be cast by the holders of all of the shares of capital
stock of the Corporation then entitled to vote generally in the
election of directors shall be required for the stockholders to adopt,
amend, alter or repeal any provision of the By-Laws of the
Corporation.
(c) Amendment, Repeal, Etc. Notwithstanding any other
provisions of this Certificate or the By-laws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified
by law, this Certificate or the By-laws of the Corporation), the
affirmative vote of the holders of at least seventy-five percent (75%)
of the total number of votes entitled to be cast by the holders of all
of the shares of capital stock of the Corporation then entitled to
vote generally in the election of directors shall be required to
amend, alter, change or repeal, or to adopt any provision as part of
this Certificate inconsistent with, this Article XIII. The holder of
each share of capital stock entitled to vote thereon shall be entitled
to cast the same number of votes as the holder of such shares is
entitled to cast generally in the election of each director.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its duly authorized officers this 29th day of August,
1996.
THE MAXIM GROUP, INC.
By: /s/ A.J. Nassar
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A.J. Nassar
President
[Corporate Seal]
Attest:
/s/ H. Gene Harper
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H. Gene Harper
Secretary
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