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EXHIBIT 3(b)
CERTIFICATE OF AMENDMENT BY SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION OF
THE ELDER-BEERMAN STORES CORP.
Scott J. Davido, who is the Executive Vice President--Chief Financial
Officer, Treasurer and Secretary of The Elder-Beerman Stores Corp., an Ohio
corporation (the "Corporation"), does hereby certify that a meeting of the
shareholders was duly called and held on September 21, 2000, at which meeting a
quorum of the shareholders was present in person or by proxy, and that by the
affirmative vote of the holders of shares entitling them to exercise 84% of the
voting power of the Corporation adopted the following amendments to the Articles
of Incorporation of the Corporation:
ARTICLE IX. Except as may be provided in any Preferred Stock
Designation, the Board of Directors shall consist of not less than eight nor
more than 11 directors, as shall be fixed from time to time in the manner
provided in the Amended Code of Regulations of the Corporation. Except as
provided otherwise in any Preferred Stock Designation, directors may be elected
by the shareholders only (i) at an annual meeting of shareholders or (ii) at a
special meeting of shareholders called for that purpose if (a) no annual meeting
is held, (b) an annual meeting is held but directors are not elected at such
annual meeting, or (c) the shareholders increase the number of directors.
Neither the holding of a special meeting of shareholders nor the election of
directors at a special meeting of shareholders will, by itself, shorten the term
of any incumbent director. No decrease in the number of directors constituting
the Board of Directors may shorten the term of any incumbent director. Election
of directors of the Corporation need not be by written ballot unless requested
by the presiding officer or by the holders of a majority of the voting power of
the Corporation present in person or represented by proxy at a meeting of
shareholders at which directors are to be elected. For purposes of these Amended
Articles of Incorporation, "voting power of the Corporation" means the aggregate
voting power of (1) all the outstanding shares of Common Stock of the
corporation and (2) all the outstanding shares of any class or series of capital
stock of the Corporation that has (i) rights to distributions senior to those of
the Common Stock including, without limitation, any relative, participating,
optional, or other special rights and privileges of, any qualifications,
limitations or restrictions on, such shares and (ii) voting rights entitling
such shares to vote generally in the election of directors.
ARTICLE X. Notwithstanding anything to the contrary contained in these
Amended Articles of Incorporation, the affirmative vote of the holders of a
majority of the voting power of the Corporation, voting together as a single
class, shall be required to amend or repeal, or adopt any provision inconsistent
with any article contained herein; provided, however, that this Article X shall
not alter the voting entitlement of shares that, by virtue of any Preferred
Stock Designation, are expressly entitled to vote on any amendment to these
Amended Articles of Incorporation.
ARTICLE XIV. Pursuant to Section 1704.06(A) of the Revised Code of
Ohio, the provisions of Chapter 1704 of the Ohio Revised Code (regarding
regulation of transactions involving interested shareholders) shall not be
applicable to the Corporation.
IN WITNESS WHEREOF, the above named officer, acting for and on
behalf of the Corporation, has hereunto subscribed his name on September 21,
2000.
/s/ Scott J. Davido
Name: Scott J. Davido
Title: Executive Vice President --
Chief Financial Officer, Treasurer and
Secretary
