EXHIBIT 3.2
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ECKLER INDUSTRIES, INC.
Pursuant to the provisions of section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: ARTICLE II
1. The name of the Corporation is Eckler Industries, Inc. (the
"Corporation").
2. Article II of the Articles of Incorporation of the Corporation is
amended to read as follows:
NAME
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The name of this Corporation shall be:
SMART CHOICE AUTOMOTIVE GROUP, INC.
SECOND: ARTICLE V
Article V of the Articles of Incorporation of the Corporation is
amended to read as follows:
CAPITAL STOCK
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The aggregate number of shares of capital stock which the Corporation
has authority to issue is 105,000,000 shares, which shall consist of 100,000,000
shares of Common Stock, $.01 par value per share ("Common Stock"), and 5,000,000
shares of preferred stock, $.01 par value per share ("Preferred Stock"). No
shareholder of any stock of this Corporation shall have preemptive rights. There
shall be no cumulative voting by the shareholders of the Corporation.
Each share of Class A Common Stock of the Corporation outstanding when
these Articles become effective, shall be reclassified, changed and converted
into one fully paid and nonassessable share of Common Stock, $.01 par value per
share. Each share of Class B Common Stock of this Corporation issued and
outstanding when these Articles become effective, shall be reclassified, changed
and converted into two fully paid and nonassessable shares of Common Stock, $.01
par value per share. The stated capital applicable to the shares of Common Stock
resulting from such reclassification and changes of each outstanding share of
Class A
Common Stock and Class B Common Stock be the same as the stated capital
then applicable to such outstanding shares.
A. COMMON STOCK. Subject to the preferential dividend rights applicable
to shares of any series of Preferred Stock, the holders of shares of Common
Stock shall be entitled to receive such dividends as may be declared by the
Board of Directors. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, after distribution in full of the
preferential amounts to be distributed to the holders of shares of the Preferred
Stock, the holders of shares of the Common Stock shall be entitled to receive
all of the remaining assets of the Corporation available for distribution to its
shareholders, ratably in proportion to the number of shares of the Common Stock
held by them. Each holder of record of the Common Stock shall have one vote for
such share of Common Stock standing in such holder's name on the books of the
Corporation and entitled to vote.
B. PREFERRED STOCK. The Preferred Stock may be issued by the Board of
Directors, from time to time, in one or more series. Authority is hereby vested
solely in the Board of Directors of the Corporation to provide, from time to
time, for the issuance of Preferred Stock in one or more series and in
connection therewith to determine without shareholder approval, the number of
shares to be included and such of the designations, powers, preferences, and
relative rights and the qualifications, limitations, and restrictions of any
such series, including, without limiting the generality of the foregoing, any of
the following provisions with respect to which the Board of Directors shall
determine to make affirmative provision:
1. The designation and name of such series and the number of shares
that shall constitute
such series;
2. The annual dividend rate or rates payable on shares of such
series, the date or dates from which such dividends shall commence to accrue,
and the dividend payment dates for such dividends;
3. Whether dividends on such series are to be cumulative or
noncumulative, and the participating or other special rights, if any, with
respect to the payment of dividends;
4. Whether such series shall be subject to redemption and, if so,
the manner of redemption, the redemption price or prices and the terms and
conditions on which shares of such series may be redeemed;
5. Whether such series shall have a sinking fund or other retirement
provisions for the redemption or purchase of shares of such series, and, if so,
the terms and amount of such sinking fund or other retirement provisions and the
extent to which the charges therefor are to have priority over the payment of
dividends on or the making of sinking fund or other like retirement provisions
for shares of any other series or over the payment of dividends on the Common
Stock;
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6. The amounts payable on shares of such series on voluntary or
involuntary dissolution, liquidation, or winding up of the affairs of the
corporation and the extent to which such payment shall have priority over the
payment of any amount on voluntary or involuntary dissolution, liquidation, or
winding up of the affairs of the corporation on shares of any other series or on
the Common Stock;
7. The terms and conditions, if any, on which shares of such series
may be converted into, or exchanged for, shares of any other series or of Common
Stock;
8. The extent of the voting powers, if any, of the shares of such
series;
9. The stated value, if any, for the shares of such series, the
consideration for which shares of such series may be issued and the amount of
such consideration that shall be credited to the capital account; and
10. Any other preferences and relative, participating, optional, or
other special rights, and qualifications, limitations or restrictions thereof,
or any other term or provision of shares of such series as the Board of
Directors may deem appropriate or desirable.
The Board of Directors is expressly authorized to vary the provisions
relating to the foregoing matters between the various series of Preferred Stock.
All shares of Preferred Stock of any one series shall be identical in
all respects with all other shares of such series, except that shares of any one
series issued at different times may differ as to the dates from which dividends
thereon shall be payable, and if cumulative, shall cumulate.
Shares of any series of Preferred Stock that shall be issued and
thereafter acquired by the Corporation through purchase, redemption (whether
through the operation of a sinking fund or otherwise), conversion, exchange, or
otherwise, shall, upon appropriate filing and recording to the extent required
by law, have the status of authorized and unissued shares of Preferred Stock and
may be reissued as part of such series or as part of any other series of
Preferred Stock. Unless otherwise provided in the resolution or resolutions of
the Board of Directors providing for the issuance thereof, the number of
authorized shares of stock of any series of Preferred Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by
resolution or resolutions of the Board of Directors and appropriate filing and
recording to the extent required by law. In case the number of shares of any
such series of Preferred Stock shall be decreased, the shares representing such
decrease shall, unless otherwise provided in the resolution or resolutions of
the Board of Directors providing for the issuance thereof, resume the status of
authorized but unissued shares of Preferred Stock, undesignated as to series.
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THIRD:
The Board of Directors adopted each of these amendments February 1,
1997 and recommended the Amendments to Article II and Article V of the Articles
of Incorporation to the Corporation's shareholders at the Corporation's Annual
Meeting held on March 21, 1997.
FOURTH:
The Amendment to Article II of the Articles of Incorporation was
approved by the affirmative vote of a majority of (a) the Class A Common Stock
entitled to vote on the matter and (b) the Class B Common Stock entitled to vote
on the matter, voting together as a single class. The number of votes cast by
the Class A Common Stock and the Class B Common Stock voting together as a
single class was sufficient for approval of the Amendment to Article II of the
Corporation's Articles of Incorporation. The Class A Common Stock and the Class
B Common Stock, voting together as a single class, is the only voting group
entitled to vote on the Amendment to Article II of the Articles of
Incorporation.
The Amendment to Article V of the Articles of Incorporation was
approved by (i) the holders of the Class A Common Stock, voting as a separate
voting group, and (ii) the holders of the Corporation's Class B Common Stock,
voting as a separate voting group. The number of votes cast by the Class A
voting group was sufficient for approval, and the number of votes cast by the
Class B voting group was sufficient for approval . The Class A Common Stock and
the Class B Common Stock are the only voting groups that are entitled to vote on
the Amendment to Article V of the Articles of Incorporation.
SIGNED, this 21st day of March, 1997.
ECKLER INDUSTRIES, INC.
By: /s/ GARY R. SMITH
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Gary R. Smith, President