AMENDMENT TO ARTICLES OF INCORPORATION
File Number 5636-939-2
98251648
6621/0044 51 001 page 1 of 5
1998-03-31 10:45:59
Cook County Recorder 29.00
State of Illinois
Office of
The Secretary of State
Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
DRAYTON HALL & CO.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the pwers vested in me by law, do hereby issue this certificate and
attach hereto a copy of the Application of the aforesaid corporation.
[graphic omitted : state seal]
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois, at the City of Springfield, this 26th day of
March A.D. 1998 and of the Independence of the United States the two hundred and
22nd.
[signature]
George H. Ryan
Secretary of State
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98251648 page 2 of 5
Form BCA-10.30 ARTICLES OF AMENDMENT File #5636-939-2
1. CORPORATE NAME: Drayton Hall & Co.
(note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on May 7, 1991 in the manner indicated below. (X on box only)
___ By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have been
elected;
(note 2)
___ By a majority of the board of directors, in accordance with
Section 10.10, the corporation having issued no shares as of the
time of adoption of this amendment;
(note 2)
___ By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder action
not being required for the adoption of the amendment;
(note 3)
_X_ By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. At a meeting of shareholders, not
less than the minimum number of votes required by statute and by
the articles of incorporation were voted in favor of the
amendment;
(note 4)
___ By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors having been duly adopted
and submitted to the shareholders. A consent in writing has been
signed by shareholders having not less than the minimum number of
votes required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given
notice in accordance with Section 7.10;
(notes 4 & 5)
___ By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors having been duly adopted
and submitted to the shareholders. A consent in writing has been
signed by all the shareholders entitled to vote on this
amendment.
(note 5)
3. TEXT OF AMENDMENT
a. When amendment effects a name change, insert the new
corporate name below. Use page 2 for all other amendments.
Article I: The name of the corporation is:
________________________________
(new name)
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b. (if amendment affects the corporate purpose, the amended
purpose is required to be set forth in its entirety. If
there is not sufficient space to do so, add on or more
sheets of this size) Resolved that Article 4, Paragraph 1 be
amended to state:
Authorized shares, issued shares, and consideration
received:
Class Par Authorized Number of Proposed Consideration
to be issued
Common n/a 25,000,000
Paragraph 2:
Shareholders of originally authorized and issued common
shares only set forth in these articles shall have
preemptive rights to acquire additional common shares
whenever so authorized.
<PAGE>
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares or a reduction of
the number of authorized shares of any class below the number of
issued shares of that class provided for or effected by this
amendment, is as follows:
None
5. (a) The manner, if not set forth in Article 3b, in which said
amendment effects a change in the amount of paid-in capital (paid-in
capital replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts) is as follows:
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in surplus and is equal to the total of these
accounts) as changed by this amendment is as follows:
Before amendment After amendment
Paid-in Capital _______________ ______________
6. The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirms under penalties of
perjury, that the facts stated herein are true.
Dated March 24, 1998 Drayton Hall & Co.
Attested by [signature]
Kenneth G. Mason, Secretary
[signature]
Edward L. Daniel, President
7. If amendment is authorized pursuant to Section 10.10 by the
incorporators, the incorporators must sign below, and type or print
name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10
and there are no officers, then a majority of the directors or such
directors as may be designated by the board, must sign below, and type
or print name and title.
The undersigned affirms, under the penalties of perjury, that the
facts stated herein are true.
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NOTES and INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of
the office of the Secretary of state, BEFORE any amendments herein
report.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected.
NOTE 3: Directors my adopt amendments without shareholder approval in alloy
seven instances, as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation
(b) to remove the name and address of the initial registered agent
and registered office , provided a statement pursuant to Section
5.10 is also filed
(c) to increase, decrease, create or eliminate the par value of the
shares of any class, so long as no class or series of shares is
adversely affected
(d) to split the issued whole shares and unissued authorized shares
by multiplying them by a whole number, so long as no class or
series is adversely affected thereby;
(e) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co." or "ltd." for a similar word
or abbreviation in the name, or by adding a geographical
attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05
(g) to reinstate the articles of incorporation as currently amended
NOTE 4: All amendments not adopted under Section 10.10 or Section 10.15
require (1) that the board of directors adopt a resolution setting
forth the proposed amendment and (2) that the shareholders approve the
amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(either annual or special) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (but if class voting applies, then
also at least a 2.3 vote within each class is required)
The articles of incorporation may supersede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitled to vote and not less that
a majority within each class when class voting applies.
(section 10.10)
NOTE 5: When shareholder approval is by consent, all shareholders must be
given notice of the proposed amendment at least 5 days before the
consent is signed. If the amendment is adopted, shareholders who have
not signed the consent must be promptly notified of the passage of the
amendment.
(Section 7.10 and 10.20)
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