Attached files
| file | filename |
|---|---|
| 8-K - Broad Street Realty, Inc. | v180274_8k.htm |
| EX-99.1 - Broad Street Realty, Inc. | v180274_ex99-1.htm |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
BANYAN
RAIL SERVICES INC.
Banyan Rail Services Inc., a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the “Corporation”),
DOES HEREBY CERTIFY:
FIRST:
That the Board of Directors of the
Corporation, in action by unanimous written consent dated September 18, 2009,
duly adopted a resolution setting forth a proposed amendment of the Restated
Certificate of Incorporation of the Corporation, as amended (the “Certificate of
Incorporation”), declaring said amendment to be advisable and stating that said
amendment be presented to the stockholders of the Corporation for their
consideration. The resolution setting forth the proposed amendment is
as follows:
RESOLVED,
that, as set forth below, the Board hereby proposes that a new Section (d) be
added to the end of Article Third of the Certificate of Incorporation to
effectuate a one-for-ten reverse stock split (the “Reverse Stock Split”) of the
Corporation’s common stock, with each share that would otherwise be converted
into a fractional share as a result of the Reverse Stock Split rounded to the
nearest whole share:
“(d) Reverse Stock Split.
Each outstanding share of Common Stock as of April 2, 2010 (the “Split Date”)
shall be exchanged for 1/10 of a share of Common Stock. Each certificate that
prior to the Split Date represented shares of Common Stock shall then represent
the number of shares of Common Stock into which such shares are split hereby;
provided, however, that each person holding of record a stock certificate or
certificates that prior to the Split Date represented shares of Common Stock
shall receive, upon surrender of each such certificate or certificates, a new
certificate or certificates representing the number of shares of Common Stock to
which such person is entitled. No new certificates representing
fractional shares will be issued. Instead, each share of stock that
would otherwise be converted into fractional shares as a result of the stock
split will be rounded to the nearest whole share.”
SECOND: That,
thereafter, in accordance with Section 228 of the General Corporation Law of the
State of Delaware, said amendment of the Corporation’s Certificate of
Incorporation was duly adopted by written consent of the holders of a majority
of the outstanding stock of the Corporation entitled to vote on the
matter.
THIRD:
That said amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware; and
FOURTH: That
the capital of the Corporation shall not be reduced under or by reason of said
amendment.
IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Amendment to be signed by its duly
elected officer on the 30th day of
March, 2010.
|
Banyan
Rail Services Inc.
|
|
/s/ C. Lawrence Rutstein
|
| By: C. Lawrence Rutstein |
|
Its:
Vice
President of Administration and
Secretary
|
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