EXHIBIT (3)(a)(i)
CERTIFICATE OF CORRECTION
OF
ARTICLES OF INCORPORATION
OF
SBM CERTIFICATE COMPANY
The undersigned, John J. Lawbaugh (the "Incorporator"), whose address is 2
Wisconsin Circle, Seventh Floor, Chevy Chase, MD 20815, being at least eighteen
(18) years of age does hereby files this Certificate of Correction of Articles
of Incorporation of SBM Certificate Company, a corporation formed under the
general laws of the State of Maryland.
WHEREAS, the Incorporator is the Incorporator named in the Articles of
Incorporation of SBM Certificate Company (the "Articles of Incorporation") filed
for record at the State of Maryland Department of Assessments and Taxation,
Charter Division, on May 25, 2000; and
WHEREAS, Article FIFTH of the Articles of Incorporation incorrectly and
mistakenly stated that the par value of the shares of stock which the
Corporation is authorized to issue was One Cent ($0.01) rather than the correct
and intended par value of One Dollar ($1.00);
NOW THEREFORE, Article FIFTH of the Articles of Incorporation is hereby
corrected, such correction being intended to be effective as of the date of
incorporation, to provide that the par value of the Ten Million (10,000,000)
shares of stock which the corporation shall have the authority to issue is One
Dollar ($1.00) per share, such shares having an aggregate par value of Ten
Million Dollars ($10,000,000.00), so that Article Fifth, as so corrected shall
provide, in its entirety, as follows:
"FIFTH: CAPITAL STOCK.
(A) GENERAL. The total number of shares of stock which the
Corporation, by resolution or resolutions of the Board of Directors,
shall have authority to issue is Ten Million (10,000,000) shares, par
value of One Dollar ($1.00) per share, such shares having an aggregate
par value of One Million Dollars ($1,000,000.00). All such shares are
herein classified as "Common Stock," subject, however, to the authority
hereinafter granted to the Board of Directors to classify or reclassify
any such shares that are issued in accordance with subparagraph (B)
below.
(B) CLASSIFICATION. The Board of Directors is hereby expressly granted
authority to classify or reclassify any unissued stock (whether now or
hereafter authorized) from time to time by setting or changing the
preferences, conversion, or other rights, voting powers, restrictions,
limitations as to
<PAGE>
dividends, qualifications, valuation, or terms or conditions of
redemption of such shares of stock."
The Articles of Incorporation, as corrected by this instrument, are hereby
ratified, integrated and confirmed.
IN WITNESS WHEREOF, the undersigned incorporator of SBM certificate
Company, who executed the foregoing Articles of Incorporation, hereby
acknowledges the same to be his act on this 7th day of December, 2000.
/s/ John J. Lawbaugh /s/ John J. Lawbaugh
------------------------- -----------------------------
John J. Lawbaugh John J. Lawbaugh
Incorporator Resident Agent
WHEN RECORDED RETURN TO:
Brian P. Murphy
Griffin Griffin Tarby & Murphy, LLP
1912 Sunderland Place N.W.
Washington, DC 20036
