EXHIBIT 77-Q
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
PETROLEUM & RESOURCES CORPORATION
PETROLEUM & RESOURCES CORPORATION, a Maryland corporation having its
principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The Articles of Incorporation of the Corporation are hereby
amended by striking out the first paragraph of Article SIXTH
thereof, as heretofore amended, and inserting in lieu thereof the
following:
"SIXTH: The total number of shares of stock which the Corporation
shall have authority to issue is 55,000,000 shares with an aggregate
par value of $50,000,000, divided into two classes consisting of (a)
50,000,000 shares of Common Stock of the par value of $1.00 per
share, and (b) 5,000,000 a shares of Preferred Stock without par
value."
SECOND: The Board of Directors of the Corporation at a meeting duly
convened and held on January 13, 2000, adopted a resolution in which
was set forth the foregoing amendment of the Articles of
Incorporation, declaring that said amendment was advisable and
directing that it be submitted for action thereon at the Annual
Meeting of Stockholders of the Corporation to be held on March 28,
2000.
THIRD: Notice setting forth the said amendment of the Articles of
Incorporation and stating that a purpose of the Annual Meeting of
Stockholders would be to take action thereon was given, as required
by law, to all stockholders entitled to vote thereon.
FOURTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth was approved by the
stockholders of the Corporation at said meeting by the affirmative
vote of a majority of all the votes entitled to be cast thereon,
being a majority of the issued and outstanding shares of Common
Stock.
FIFTH: The amendment of the Article of Incorporation as hereinabove
set forth has been duly advised by the Board of Directors and
approved by the stockholders of the Corporation.
SIXTH: (a) The total number of shares of all classes of stock of the
Corporation heretofore authorized by Article SIXTH of the Articles
of Incorporation of the Corporation is 31,000,000 shares, with an
aggregate par value of $50,000,000, divided into (i) 25,000,000
shares of Common Stock, par value $1.00 per share, (ii) 5,000,000
shares of Preferred Stock, without par value, and (iii) 1,000,000
shares of Convertible Preferred Stock, par value $25.00 per share;
(b) the total number of shares of all classes of stock of the
Corporation, as increased by the foregoing amendment to said Article
SIXTH, is 55,000,000 shares, with an aggregate par value of
$50,000,000, divided into (i) 50,000,000 shares of Common Stock, par
value $1.00 per share, and (ii) 5,000,000 shares of Preferred Stock,
without par value; and (c) a description, as amended, of each class
of stock of the rights, voting powers, restrictions, limitations as
to dividends, qualifications, and terms and conditions of redemption
is set forth in the Articles of Incorporation of the Corporation, as
amended hereby.
IN WITNESS WHEREOF, Petroleum & Resources Corporation has caused
these presents to be signed in its name and on its behalf by its
President or one of its Vice Presidents and its corporate seal to be
hereunto affixed and attested by its Secretary, and the said
officers of the Corporation further acknowledged said instrument to
be the corporate act of the Corporation and stated under the
penalties of perjury that to the best of their knowledge,
information and belief, the matters and facts therein set forth with
respect to the approval thereof are true in all material respects on
May 8, 2000.
ATTEST: PETROLEUM & RESOURCES CORPORATION
By /s/Lawrence L. Hooper, Jr. /s/Richard F. Koloski
Lawrence L. Hooper, Jr. Richard F. Koloski
Vice President, Secretary & General Counsel President
