Secretary of State DOCKET NUMBER : 971830634
Corporations Division CONTROL NUMBER : 8918582
Suite 315, West Tower EFFECTIVE DATE : 07/02/1997
2 Martin Luther King Jr. Dr. REFERENCE : 0091
Atlanta, Georgia 30334-1530 PRINT DATE : 07/02/1997
FORM NUMBER : 111
CT CORPORATION SYSTEM
PATTIE HARDY
1201 PEACHTREE STREET, NE
ATLANTA, GA 30361
CERTIFICATE OF AMENDMENT
I, Lewis A. Massey, the Secretary of State and the Corporation Commissioner of
the State of Georgia, do hereby certify under the seal of my office that
DENAMERICA CORP.
A DOMESTIC PROFIT CORPORATION
has filed articles of amendment in the office of the Secretary of State and has
paid the required fees as provided by Title 14 of the Official Code of Georgia
Annotated. Attached hereto is a true and correct copy of said articles of
amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on the date set forth above.
[SEAL]
STATE OF GEORGIA /s/ Lewis A. Massey
Lewis A. Massey
1776 Secretary of State
ARTICLES OF AMENDMENT
OF
DENAMERICA CORP.
1.
The name of the corporation is:
DENAMERICA CORP.
2.
Article II of the Articles of Incorporation shall be amended
in its entirety to be and read as follows:
ARTICLE II
Section 2.1 Common Stock. The aggregate number of shares of
common stock (the "Common Stock") that the Corporation shall have the authority
to issue is 40,000,000, with $.10 par value per share. Except as required by law
or as set forth in articles of amendment filed with the Georgia Secretary of
State with respect to any series of preferred stock issued by the Corporation,
each share of Common Stock shall have one vote on each matter submitted to a
vote of the shareholders of the Corporation. Subject to the provisions of
applicable law and the rights of the holders of the outstanding shares of
Preferred Stock, if any, the holders of shares of Common Stock shall be entitled
to receive, when and as declared by the Board of Directors of the Corporation,
out of the assets of the Corporation legally available therefor, dividends or
other distributions, whether payable in cash, property or securities of the
Corporation. The holders of shares of Common Stock shall be entitled to receive,
in proportion to the number of shares of Common Stock held, the net assets of
the Corporation upon dissolution after any preferential amounts required to be
paid or distributed to holders of outstanding shares of Preferred Stock, if any,
are so paid or distributed.
Section 2.2 Preferred Stock. The aggregate number of shares of
preferred stock (the "Preferred Stock") that the Corporation shall have
authority to issue is 5,000,000, with a par value of $.01 per share. The
Preferred Stock may be issued from time to time by the Board of Directors as
shares of one or more series. The description of shares of each series of
Preferred Stock, including any designations, preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption shall be as set forth in
resolutions adopted by the Board of Directors, and articles of amendment shall
be filed with the Georgia Secretary of State as required by law to be filed with
respect to the issuance of such Preferred Stock, prior to the issuance of any
shares of such series.
The Board of Directors is expressly authorized, at any time,
by adopting resolutions providing for the issuance of, or providing for a change
in the number of, shares of any particular series of Preferred Stock and, if and
to the extent from time to time required by law, by filing articles of amendment
which are effective without shareholder action, to increase or decrease the
number of shares included in each series of Preferred Stock, but not below the
number of shares then issued, and to set in any one or more respects the
designations, preferences, conversion, or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms and
conditions of redemption relating to the shares of each such series. The
authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, setting or changing the following:
(i) the dividend rate, if any, on shares of such
series, the times of payment and the date from
which dividends shall be accumulated, if dividends
are to be cumulative;
(ii) whether the shares of such series shall be
redeemable and, if so, the redemption price and the
terms and conditions of such redemption;
(iii) the obligation, if any, of the Corporation to
redeem shares of such series pursuant to a sinking
fund;
(iv) whether shares of such series shall be convertible
into, or exchangeable for, shares of stock of any
other class or classes and, if so, the terms and
conditions of such conversion or exchange,
including the price or prices or the rate or rates
of conversion or exchange and the terms of
adjustment, if any;
(v) whether the shares of such series shall have voting
rights, in addition to the voting rights provided
by law, and, if so, the extent of such voting
rights;
(vi) the rights of the shares of such series in the
event of voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation; and
(vii) any other relative rights, powers, preferences,
qualifications, limitations or restrictions thereof
relating to such series.
Section 2.3 Shares Acquired by the Corporation. Shares of
Common Stock that have been acquired by the Corporation shall become treasury
shares and may be resold or otherwise disposed of by the Corporation for such
consideration, not less than the par value thereof, as shall be determined by
the Board of Directors, unless or until the Board of Directors shall by
resolution provide that any or all treasury shares so required shall constitute
authorized but unissued shares. Unless otherwise provided in the resolutions
adopted by the Board of
2
Directors and set forth in the articles of amendment filed with the Georgia
Secretary of State with respect to any series of Preferred Stock, shares of
Preferred Stock that have been acquired by the Corporation shall become treasury
shares and may be resold or otherwise disposed of by the Corporation for such
consideration, not less than the par value thereof, as shall be determined by
the Board of Directors, unless or until the Board of Directors shall by
resolution provide that any or all treasury shares so required shall constitute
authorized but unissued shares.
3.
The amendment was adopted by the Board of Directors of the
Corporation on March 6, 1997 and approved by the Shareholders of the Corporation
on June 26, 1997.
IN WITNESS WHEREOF, the Corporation has caused these Articles
of Amendment to be executed by a duly authorized officer on the 26th day of
June, 1997.
DENAMERICA CORP.
By: /s/ William J. Howard
---------------------------
Name: William J. Howard
-------------------------
Title: EVP & Secretary
------------------------
3