Minimum Fee $35 (See Section 1401 sub-section 15)
DOMESTIC
BUSINESS CORPORATION File No. 19972588 D Pages 3
Fee Paid $ 35,00
STATE OF MAINE DCM 1973161500006 AMEN
---------- FILED -----------
11/12/1997
ARTICLES OF AMENDMENT
(Shareholders Voting As One Class)
/s/ Nancy B. Kelleher
-------------------------
Deputy Secretary of State
A True Copy When Attested By Signature
American Skiing Company /s/ Nancy B. Kelleher
- --------------------------------- -------------------------
(Name of Corporation) Deputy Secretary of State
Pursuant to 13-A MRSA Sections 805 and 807, the undersigned corporation adopts
these Articles of Amendment:
FIRST: All outstanding shares were entitled to vote on the following
amendment at one class.
SECOND: The amendment set out in Exhibit A attached was adopted by the
shareholders on (date) November 9, 1997
("X" one box only)
/X/ at a meeting legally called and held OR / / by unanimous written consent
THIRD: Shares outstanding and entitled to vote and shares voted for and
against said amendment were:
Number of Shares Outstanding NUMBER NUMBER
and Entitled to Vote Voted for Voted against
----------------------------- --------- -------------
100 100 0
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which this shall be
effected is contained in Exhibit B attached if it is not set forth
in the amendment itself.
FIFTH: If the amendment changes the number or par values of authorized
shares, the number of shares the corporation has authority to issue
thereafter, is as follows:
Class Series (If Any) Number of Shares Par Value (If Any)
----- --------------- ---------------- ------------------
The aggregate par value of all such shares (of all classes and series) having par value is $_________________
The total number of all such shares (of all classes and series) without par value is __________________ shares
SIXTH: The address of the registered office of the corporation in the
State of Maine is Sunday River Access Road.
Newry, Maine 04261
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(street, city, state and zip code)
DATED November 10, 1997 *By
--------------------- ------------------------------------------
(signature)
MUST BE COMPLETED FOR VOTE Christopher E. Howard, Clerk
OF SHAREHOLDERS ------------------------------------------
(type or print name and capacity)
I certify that I have custody of *By
the minutes showing the above -----------------------------------------
section by the shareholders. (signature)
-----------------------------------------
(type or print name and capacity)
-------------------------------
(signature of clerk)
NOTE: This form should not be used if any class of shares is entitled to vote
as a separate class for any of the reasons set out in Section 806, or
because the articles so provide. For vote necessary for adoption see
Section 805.
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*This document MUST be signed by (1) the Clerk OR (2) the President or a
vice-president and the Secretary or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if
there are no such officers, then a majority of the Directors or such
directors as may be designated by a majority of directors then in office OR
(4) if there are no such directors, then the Holders, or such of them as may
be designated by the holders of record of a majority of all outstanding shares
entitled to vote thereon OR (5) the Holders of all of the outstanding shares
of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-9 Rev. 96 TEL. (207) 287-4195
EXHIBIT A
to
Articles of Amendment
to the
Articles of Incorporation of
American Skiing Company
Paragraph 2(c)(i) contained in the Articles of Amendment to the Articles
of Incorporation of this corporation filed with the Secretary of State of
Maine on October 14, 1997 is hereby deleted in its entirety and replaced with
the following:
(c) (i) Subject to any rights of holders of Serial Preferred Stock to
elect additional directors, the holders of the Class A Common
Stock shall have the right, voting as a separate class, to elect
the smallest number of directors sufficient to constitute
two-thirds (2/3) in number of such full Board of Directors, and
the directors so elected shall be known as Class A directors.
Notwithstanding the foregoing, if at any time there are fewer
than nine (9) directors, the holders of the Class A Common Stock
shall have the right, voting as a separate class, to elect the
largest number of directors sufficient to constitute not more
than two-thirds (2/3) in number of such full Board of Directors,
and the directors so elected shall be known as the Class A
directors. Subject to any rights of holders of Serial Preferred
Stock to elect additional directors, the holders of the Common
Stock shall have the right, voting as a separate class, to elect
the remaining directors of the corporation. By way of
illustration, if the corporation has ten (10) directors, the
holders of the Class A Common Stock shall have the right to elect
seven (7) directors, and the holders of the Common Stock shall
have the right to elect three (3) directors. If the holders of
Serial Preferred Stock become entitled to elect two (2)
additional directors, the holders of Common Stock and the
holders of Class A Common Stock shall have no voting rights with
respect to the election of such additional directors. Therefore,
if the corporation has ten (10) directors and the size of the
board is increased to twelve (12) to add directors elected by the
holders of Serial Preferred Stock, then the holders of the Class
A Common Stock shall have the right to elect seven (7) directors,
the holders of the Common Stock shall have the right to elect
three (3) directors, and such holders of Serial Preferred Stock
shall have the right to elect two (2) directors. By way of further
illustration, if the corporation has seven (7) directors, the
holders of the Class A Common Stock shall have the right to elect
four (4) directors, and the holders of the Common Stock shall
have the right to elect three (3) directors. Subject to any rights
of holders of Serial Preferred Stock to elect additional
directors, in the event that no shares of Class A Common Stock
remain outstanding, the holders of the Common Stock shall have
the right to elect all of the directors of the corporation.