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EXHIBIT 3.9
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
PEET'S COFFEE & TEA, INC.
Pursuant to the provisions of Section 23B.10 of the Washington Business
Corporation Act, Peet's Coffee & Tea, Inc., a Washington corporation (the
"Corporation") hereby adopts the following amendment to its articles of
incorporation:
FIRST: A new Article 14 is added as follows:
ARTICLE 14. Execution of Consent by Less Than Unanimous Consent of
Shareholders
To the extent permitted by the Washington Business Corporation Act (the
"Act"), the taking of action by shareholders without a meeting by less than
unanimous written consent of all shareholders entitled to vote on the
action shall be permitted. Notice of the taking of such action shall be
given to those shareholders entitled to vote on the action who have not
consented in writing (and, if the Act would otherwise require that notice
of a meeting of shareholders to consider the action be given to nonvoting
shareholders, to all nonvoting shareholders), in writing, describing with
reasonable clarity the general nature of the action, and accompanied by the
same material that, under the Act, would have been required to be sent to
nonconsenting (or nonvoting) shareholders in a notice of meeting at which
the action would have been submitted for shareholder action. Such notice
shall be either (i) by deposit in the U.S. mail before the action becomes
effective (or, such longer period as required by law, in the case of a
significant business transaction under RCW 23B.19.020(15)), with first-
class postage thereon prepaid, correctly addressed to each shareholder
entitled thereto at the shareholder's address as it appears on the current
record of shareholders of the corporation; or (ii) by personal delivery
courier service, wire or wireless equipment, telegraphic or other facsimile
transmission, or any other electronic means which transmits a facsimile of
such communication correctly addressed to each shareholder entitled thereto
at the shareholder's physical address, electronic mail address, or
facsimile number, as it appears on the current record of shareholders of
the corporation. Notice under either clause (i) or clause (ii) shall be
given before the date on which the action becomes effective (or, in each
case, such longer period as required by law, in the case of a significant
business transaction under RCW 23B.19.020(15)).
SECOND: The amendment does not provide for an exchange, reclassification
or cancellation of any issued shares.
1.
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THIRD: The amendment was adopted on October 5th, 2000 by the directors of
the Corporation and by the shareholders of the Corporation on October 30, 2000
in accordance with the provisions of Section 23B.10.030 of the Washington
Business Corporation Act.
FOURTH: These Articles of Amendment will become effective upon filing.
The undersigned hereby certifies that he is an officer of the Corporation
and is authorized to execute these Articles of Amendment on behalf of the
Corporation.
EXECUTED this 31st day of October, 2000.
Peet's Coffee & Tea, Inc.
By: /s/ Christopher P. Mottern
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Christopher P. Mottern
President and Chief Executive Officer
2.
