STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended, the
undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is Sterling Lending Corporation.
2. On June 1, 1997, the corporation adopted the following Amendments (s) of
its Articles of Incorporation:
RESOLVED, that the Articles of Incorporation of the Corporation be
amended to the Corporation is authorized to issue one million shares
of preferred stock. The relative rights, preferences and limitations
of such preferred stock shall be determined by the Corporation's Board
of Directors in its sole discretion. The Corporation's Board of
Directors shall have the sole authority to issue shares of such
preferred stock to whomever and for whatever purposes it, in its sole
discretion deems appropriate. The Board is expressly authorized to
divide such preferred shares into separate series, with each series
separately designated so as to distinguish the shares thereof from the
shares of all other series. Each share of each series of serial
preferred stock shall have the same relative rights as and be
identical in all respects with all the other shares of the same
series. Among other things, the Board may designate the following
variations among any of the various series of preferred stock without
further action of the shareholders of the Corporation: (a) the
distinctive serial designation and the number of shares constituting
such series; (b) the dividend rate or the amount of dividends to be
paid on the shares of such series, whether dividends shall be
cumulative and, if so, from which date (s) the payment date(s) for
dividends, and the participating or other special rights, if any, with
respect to dividends; (c) the voting powers, full or limited, if any,
of shares of such series; (d) whether the shares of such series shall
be redeemable and, if so, the price(s) at which, and the terms and
conditions on which, such shares may be redeemed; (e) the amount(s)
payable upon the shares of such series in the event of voluntary or
involuntary liquidation, dissolution, or winding up of the
association; (f) whether the shares of such series shall be entitled
to the benefit of a sinking or retirement fund to be applied to the
purchase or redemption of such shares, and if so entitled, the amount
of such fund and the manner of its application, including the price(s)
at which such shares may be redeemed or purchased through the
application of such fund; (g) whether the shares of such series shall
be convertible into, or exchangeable for, shares of any other class or
classes of stock of the association and, if so, the conversion
price(s) or the rate(s) of exchange, and the adjustments thereof, if
any, at which such conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange; (h) the price or
other consideration for which the shares of such series shall be
issued; and (i) whether the shares of such series which are redeemed
or converted shall have the status of authorized but unissued shares
of serial preferred stock and whether such shares may be reissued as
shares of the same or any other series of serial preferred stock.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (If not applicable, insert "not
applicable" or "NA").
NOT APPLICABLE
4. Complete either a or b, whichever is applicable.
a. X Amendment(s) adopted by shareholder action. At the date of
adoption of the amendment, the number of oustanding shares of
each voting group entitled to vote separately on the Amendment,
and the vote of such shares was:
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the Meeting For Against
- ------ ----------- -------------- --------------- ---------------------
COMMON 25,000 25,000 25,000 25,000
NOTE: Pursuant to Section 33-10-106 (6) (I), the corporation can
alternatively state the total number of undisputed shares cast for the
amendment by each voting group together with a statement that the
number of votes cast for the amendment by each voting group was
sufficient for approval that voting group.
b. _ The Amendment(s) was duly adopted by the incorporators or board
of directors without shareholder approval pursuant to
ss.33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South
Carolina Code as amended, and shareholder action was not
required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendment shall be the date of acceptance for filing by Secretary of State.
Date: June 30, 1997 Sterling Lending Corporation
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(Name of Corporation)
By: /s/ DENNIS CANUPP
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Dennis Canupp, Chief Executive Officer
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FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate Paragraph in this form.
3. Filing fees and taxes payable to the Secretary at the time of filing
application.
Filing Fee $ 10.00
Filing tax 100.00
Total $110.00
Form Approved by South Carolina
Secretary of State 1/89
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