Exhibit 3.1
RAMCO-GERSHENSON PROPERTIES TRUST
ARTICLES SUPPLEMENTARY
RECLASSIFYING 1,150,000 9.5% SERIES B CUMULATIVE REDEEMABLE
PREFERRED SHARES OF BENEFICIAL INTEREST AS PREFERRED SHARES
OF BENEFICIAL INTEREST WITHOUT FURTHER DESIGNATION
AND
RECLASSIFYING 2,018,250 7.95% SERIES C CUMULATIVE CONVERTIBLE
PREFERRED SHARES OF BENEFICIAL INTEREST AS PREFERRED SHARES
OF BENEFICIAL INTEREST WITHOUT FURTHER DESIGNATION
RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment
trust (the "Trust"), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the "Department") that:
FIRST: By or as contemplated by Articles Supplementary filed with the
Department on November 8, 2002 (the "2002 Articles Supplementary"), the Trust
classified 1,150,000 shares of its authorized but unissued Preferred Shares of
Beneficial Interest, par value $0.01 per share ("Preferred Shares"), as a
separate class of Preferred Shares designated as "9.5% Series B Cumulative
Redeemable Preferred Shares of Beneficial Interest" (the "Series B Shares"), and
set the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications, terms and
conditions of redemption and other terms and conditions of such shares, all as
set forth in the 2002 Articles Supplementary.
SECOND: All Series B Shares previously issued have been reacquired by
the Trust and no Series B Shares are issued and outstanding.
THIRD: Pursuant to the authority expressly vested in the Board of
Trustees of the Trust (the "Board of Trustees") by Article VI of the Declaration
of Trust filed with the Department on October 2, 1997, as amended, modified and
supplemented to date (the "Declaration of Trust"), and Section 8-501 of the
Maryland REIT Law, the Board of Trustees by resolutions duly adopted on December
11, 2007 (the "Resolutions"), has approved the reclassification and
redesignation of the 1,150,000 Preferred Shares previously classified and
designated as Series B Shares to be and become Preferred Shares authorized for
issuance under the Declaration of Trust, without further designation or any
preferences, conversion or other rights appertaining thereto, or voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications, terms or conditions of redemption, other than those, if any,
applicable to Preferred Shares generally, such that the same, as Preferred
Shares authorized for issuance under the Declaration of Trust, shall be
available for issuance upon proper authorization from time to time.
FOURTH: The 1,150,000 Series B Shares, as aforesaid, have been
redesignated and reclassified as aforesaid by the Board of Trustees, pursuant to
and as contemplated by the Resolutions, under the authority contained in the
Declaration of Trust.
FIFTH: By or as contemplated by Articles Supplementary filed with the
Department on May 31, 2004 (the "2004 Articles Supplementary"), the Trust
classified 2,018,250 shares of its authorized but unissued Preferred Shares as a
separate class of Preferred Shares designated as "7.95% Series C Cumulative
Convertible Preferred Shares of Beneficial Interest" (the "Series C Shares"),
and set the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications, terms and conditions of redemption and other terms and
conditions of such shares, all as set forth in the 2004 Articles Supplementary.
SIXTH: All Series C Shares previously issued have been reacquired by
the Trust and no Series C Shares are issued and outstanding.
SEVENTH: Pursuant to the authority expressly vested in the Board of
Trustees, by Article VI of the Declaration of Trust and Section 8-501 of the
Maryland REIT Law, the Board of Trustees, by the Resolutions, has confirmed the
reclassification and redesignation of the 2,018,250 Preferred Shares previously
classified and designated as Series C Shares, pursuant to or as contemplated by
the 2004 Articles Supplementary, to be and become Preferred Shares authorized
for issuance under the Declaration of Trust, without further designation or any
preferences, conversion or other rights appertaining thereto, or voting power,
restrictions, limitations as to dividends and other distributions,
qualifications, terms or conditions of redemption, other than those, if any,
applicable to Preferred Shares generally, such that the same, as Preferred
Shares authorized for issuance under the Declaration of Trust, shall be
available for issuance upon proper authorization from time to time.
EIGHTH: The 2,018,250 Series C Shares, as aforesaid, have been
redesignated and reclassified as aforesaid by the Board of Trustees, pursuant to
and as contemplated by the Resolutions, under the authority contained in the
Declaration of Trust.
NINTH: These Articles Supplementary have been approved by the Board of
Trustees in the manner and by the vote required by law and the Declaration of
Trust.
TENTH: The undersigned President and Chief Executive Officer of the
Trust acknowledges these Articles Supplementary to be the corporate act of the
Trust and, as to all matters or facts required to be verified under oath, the
undersigned President and Chief Executive Officer acknowledges that to the best
of his knowledge, information and belief, these matters and facts are true in
all material respects and that this statement is made under the penalties for
perjury.
IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary
to be executed under seal in its name and on its behalf by its President and
Chief Executive Officer and attested to by its Secretary on this 12th day of
December, 2007.
RAMCO-GERSHENSON PROPERTIES
TRUST
By: /s/ Dennis E. Gershenson
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Name: Dennis E. Gershenson
Title: President and Chief
Executive Officer
[SEAL]
ATTEST:
/s/ Richard J. Smith
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Name: Richard J. Smith
Title: Secretary