EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BOYKIN LODGING COMPANY
Robert A. Weible, Secretary, of Boykin Lodging Company, an Ohio
corporation (the "Corporation"), does hereby certify that the Executive
Committee of the Board of Directors of the Corporation adopted the following
resolution to amend the Amended and Restated Articles of Incorporation (the
"Articles") of the Corporation by written action pursuant to Section 1701.63(D)
of the Ohio Revised Code and pursuant to the authority granted by Section
1701.70(B)(1) of the Ohio Revised Code and Section I.1 of Division A of the
Articles:
RESOLVED, that the Articles be and they hereby are amended by adding at
the end of Division A.I. of Article FOURTH a new Section 7 that reads as
follows:
SECTION 7. 10 1/2% CLASS A CUMULATIVE PREFERRED SHARES, SERIES
2002-A. Of the 5,000,000 authorized Cumulative Preferred Shares, 300,000 shares
are designated as a series entitled "10 1/2% Class A Cumulative Preferred
Shares, Series 2002-A" (hereinafter called "Class A Cumulative Preferred Shares,
Series 2002-A"). The Class A Cumulative Preferred Shares, Series 2002-A shall
have the express terms set forth in this Division as being applicable to all
Cumulative Preferred Shares as a class and, in addition, the following express
terms applicable to all Class A Cumulative Preferred Shares, Series 2002-A as a
series of Cumulative Preferred Shares:
(a) The annual dividend rate of the Class A Cumulative Preferred
Shares, Series 2002-A shall be 10 1/2% of the initial liquidation
preference of $250.00 per share.
(b) Subject to the rights of the holders of any series of preferred
shares (or any similar shares) ranking prior to the Class A Cumulative
Preferred Shares, Series 2002-A with respect to dividends, dividends on
the Class A Cumulative Preferred Shares, Series 2002-A shall be
payable, if declared, in preference to the Common Shares and any other
shares ranking junior to the Class A Cumulative Preferred Shares,
Series 2002-A, quarterly in arrears on or about the fifteenth day of
January, April, July and October of each year, the first calendar
quarterly dividend being payable, if declared, on January 15, 2003. The
dividends payable for each full calendar quarterly dividend period on
each of the Class A Cumulative Preferred Shares, Series 2002-A shall be
$6.5625.
Dividends for the initial dividend period on the Class A Cumulative
Preferred Shares, Series 2002-A, or for any period shorter or longer
than a full calendar quarter dividend period on the Class A Cumulative
Preferred Shares, Series 2002-A, shall be computed on the basis of a
360-day year consisting of twelve 30-day months. The aggregate dividend
payable quarterly to each holder of Class A Cumulative Preferred
Shares, Series 2002-A shall be rounded to the nearest one one-hundredth
of one cent with $.00005 being rounded upward. Each dividend shall be
payable to the holders of record on such record date, no less than 10
nor more than 30 days preceding the payment date thereof, as shall be
fixed from time to time by the Corporation's Board of Directors.
(c) Dividends on Class A Cumulative Preferred Shares, Series 2002-A
shall be cumulative as follows:
(1) With respect to shares included in the initial issue of Class A
Cumulative Preferred Shares, Series 2002-A and shares issued any time
thereafter up to and including the record date for the payment of the
first dividend on the initial issue of Class A Cumulative Preferred
Shares, Series 2002-A, dividends shall be cumulative from the date of
the initial issue of Class A Cumulative Preferred Shares, Series
2002-A; and
(2) With respect to shares issued any time after the aforesaid record
date, dividends shall be cumulative from the dividend payment date next
preceding the date of issue of such shares, except that if such shares
are issued during the period commencing the day after the record date
for the payment of a dividend on Class A Cumulative Preferred Shares,
Series 2002-A and ending on the payment date of that dividend,
dividends with respect to such shares shall be cumulative from that
dividend payment date.
(d) Except as required to preserve the Corporation's status as a real
estate investment trust under the Internal Revenue Code of 1986, as
amended, the Class A Cumulative Preferred Shares, Series 2002-A may not
be redeemed prior to October 7, 2007. At any time or from time to
time on and after October 7, 2007 the Corporation, at its option
upon not less than thirty (30) nor more than sixty (60) days' written
notice, may redeem all or any part of the Class A Cumulative Preferred
Shares, Series 2002-A at a redemption price of $250.00 per share plus,
in each case, an amount equal to all dividends accrued and unpaid
thereon to the redemption date, without interest.
(e) Subject to the rights of the holders of any series of preferred
shares (or any similar shares) ranking prior to the Class A Cumulative
Preferred Shares, Series 2002-A with respect to liquidation preference,
the amount payable per Class A Cumulative Preferred Share, Series
2002-A in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation shall be
$250.00, plus an amount equal to all dividends accrued and unpaid
thereon to the date of payment. The amount payable per Class A
Cumulative Preferred Share, Series 2002-A pursuant to this paragraph
(e) will be in preference to any similar payments to the Common Shares
and of any other shares ranking junior to the Class A Cumulative
Preferred Shares, Series 2002-A.
Neither the consolidation of nor merger of the Corporation
with or into any other corporation or corporations, nor the sale or
other transfer of all or substantially all of the assets of the
Corporation, will be considered a liquidation, dissolution or winding
up of the Corporation within the meaning of this paragraph (e).
(f) All dividend payments made on the Class A Cumulative Preferred
Shares, Series 2002-A, at any time during which any accrued dividends
on such Class A Cumulative Preferred Shares, Series 2002-A for any
dividend period remain unpaid, shall, for the purposes of Section
5(b)(1) of this Division A.I., be deemed to be made in respect of the
earliest dividend period with respect to which such dividends remain
unpaid.
IN WITNESS WHEREOF, the undersigned has executed this
instrument in one or more counterparts as of the 3rd day of October, 2002.
/s/ ROBERT A. WEIBLE
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Robert A. Weible, Secretary
Boykin Lodging Company