<PAGE>
Exhibit 3.1.1
ARTICLES OF AMENDMENT
OF THE RESTATED ARTICLES OF INCORPORATION
CONTAINING THE
STATEMENT OF RIGHTS AND PREFERENCES OF THE
SERIES B PREFERRED STOCK
OF
TULLY'S COFFEE CORPORATION
These Articles of Amendment containing the Statement of Rights and
Preferences of the Series B Preferred Stock of Tully's Coffee Corporation, a
Washington corporation (the "Corporation"), are herein executed by the
Corporation, pursuant to the provisions of RCW 23B.01.200, 23B.06.020, and
RCW 23B.10.060, as follows:
1. The name of the Corporation is Tully's Coffee Corporation.
2. A copy of the resolution of the Board of Directors of the Corporation
amending the Restated Articles of Incorporation of the Corporation to
establish and designate the rights and preferences of the Series B Preferred
Stock of the Corporation is attached hereto as ATTACHMENT A and is
incorporated herein by this reference.
3. The date of the adoption of the amendment by the Board of Directors
was June 21, 2000.
4. The amendment to the Restated Articles of Incorporation were duly
approve by the Board of Directors of the Corporation, and shareholder action
was not required.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment in an official and authorized capacity under penalty of perjury
this _____ day of June, 2000.
TULLY'S COFFEE CORPORATION
By:
-----------------------------
Stephen R. Griffin, Secretary
1
<PAGE>
ATTACHMENT A
RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation by the provisions
of the Restated Articles of Incorporation, there shall be established a
series of the Corporation's preferred stock consisting of 8,000,000
shares, no par value, to be designated as the "Series B Preferred
Stock", and that the relative rights and preferences of the shares of
the Series B Preferred Stock shall be as set forth in the Series B
Rights and Preferences of the Series B Preferred Stock attached as
EXHIBIT A.
2
<PAGE>
EXHIBIT A
SERIES B RIGHTS AND PREFERENCES
3