CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FAMILY RESTAURANTS FRANCHISE, INC.
Family Restaurants Franchise, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of Delaware (the
"Corporation")
DOES HEREBY CERTIFY:
FIRST, That the Board of Directors of said Corporation adopted resolutions
by Unanimous Written Consent setting forth a proposed amendment of the
Corporation's Certificate of Incorporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration of such amendment. The resolution setting forth the proposed
amendment declared it advisable to make the following amendment to Article I of
the Certificate of Incorporation of said Corporation:
1. The name of the Corporation is
FRIENDLY'S RESTAURANTS FRANCHISE, INC.
SECOND, That thereafter pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said Corporation was called and in lieu
of such meeting, the written consent of the stockholders was obtained in
accordance with Section 228(d) of Delaware Corporation Law in which consent the
necessary number of shares as required by statute and the Corporation's By-Laws
were voted in favor of the amendment.
THIRD, That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.
FOURTH, That notice of the consent of the stockholders in lieu of a meeting
adopting the amendment to the Certificate of Incorporation was sent to all
stockholders of the Corporation who did not consent in writing to such
amendment.
IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed by George G. Roller, Vice President and Treasurer this 20TH day of MAY,
1996.
By:
---------------------------------
George G. Roler
Its: Vice President and Treasurer
CERTIFICATE OF INCORPORATION
OF
FAMILY RESTAURANTS FRANCHISE, INC.
* * * *
1. The name of the corporation is
FAMILY RESTAURANTS FRANCHISE, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted is:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of common stock which the corporation
shall have authority to issue is One Thousand (1,000) and the par value of each
of such share is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ----------------
D.A. Hampton Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
J.A. Grodzicki Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
K. Bowman Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
9. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 20th day of
June, 1986.
-----------------------------
D.A. Hampton
-----------------------------
J.A. Grodzicki
-----------------------------
K. Bowman
Received for Record
June 23rd, A.D. 1986
Leo J. Dugan, Jr., Recorder
STATE OF DELAWARE :
: SS.:
NEW CASTLE COUNTY :
Recorded in the Recorder's Office at
Wilmington, Vol. Page &c., the
23rd day of June, A. D. 1986.
Witness my hand and official seal.
Leo J. Dugan, Jr.
Recorder.
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" Recorders Office "
" New Castle Co. Del. "
" Mercy Justice "
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