Free Articles of Amendment Restated Articles of Incorporation - Illinois

FORM BCA 10.30R (rev. Dec. 2003) ARTICLES OF AMENDMENT RESTATED ARTICLES OF INCORPORATION Business Corporation Act Jesse White, Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-1832 http://www.cyberdriveillinois.com Remit payment in the form of a check or money order payable to the Secretary of State.

Print

Reset

_____________________________________ File #_________________________________

Filing Fee: $150.00

Approved:

--------------------Submit in duplicate --------------Type or Print clearly in black ink--------------Do not write above this line--------------------

1. 2.

CORPORATE NAME: __________________________________________________________________
(Note 1)

MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted on _____________________________ ,
(Month & Day)

________ in the manner indicated below. ( "X" one box only)
(Year)

By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected; (Note 2) By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment; (Note 2) By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment; (Note 3) By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment; (Note 4) By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10; (Notes 4 & 5) By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (Note 5)

C-326

3(a) List all provisions of the restated articles of incorporation that amend the existing articles of incorporation:

3(b) Text of the Restated Articles of Incorporation: (Note 6) (Attach additional pages if extra space is needed.)

Page 2

4.

The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert "No change")

5.

(a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert "No change")

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert "No change") (Note 7)

Before Amendment Paid-in Capital $ ___________

After Amendment $ ____________

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.) 6. The undersigned corporation has caused these articles to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true. Dated ______________________________ , _________ (Month & Day) (Year) ________________________________________ (Any Authorized Officer's Signature) ________________________________________ (Type or Print Name and Title) 7. ___________________________________________ (Exact Name of Corporation at date of execution)

If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title. OR If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title. The undersigned affirms, under the penalties of perjury, that the facts stated herein are true. Dated ______________________________ , _________ (Month & Day) (Year) ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________

___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________

Page 3

NOTES and INSTRUCTIONS NOTE 1: State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported. NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected. (§ 10.10) NOTE 3: Directors may, without shareholder approval, vote only to restate the articles of incorporation as amended. (§ 10.15(g)) NOTE 4: All amendments not adopted under § 10.10 or § 10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment. Shareholder approval may be (1) by vote at a shareholders' meeting (either annual or special) or (2) by consent, in writing, without a meeting. To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a 2/3 vote within each class is required). The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies. (§ 10.20) NOTE 5: When shareholder approval is by consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be promptly notified of the passage of the amendment. (§§ 7.10 & 10.20) NOTE 6: The text of the restated articles of incorporation must set forth the following: (i) the date of incorporation, the name under which the corporation was incorporated, subsequent names, if any, that the corporation adopted pursuant to amendment of its articles of incorporation, and the effective date of any such amendments; (ii) the address of the registered office and the name of the registered agent on the date of filing the restated articles; and (iii) the number of shares of each class issued on the date of filing the restated articles and the amount of paidin capital as of such date. If the registered agent and/or registered office have changed, it will be necessary to accompany this document with form BCA 5.10. If the number of issued shares and/or paid-in capital have changed, it will be necessary to accompany this document with form BCA 14.30. NOTE 7: If the paid-in capital is increased due to the provisions of the restatement, the corporation must pay all applicable franchise taxes, penalties and interest before this document can be accepted for filing.

Page 4