Attached files
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8-K - FORM 8-K - FIRST INDUSTRIAL REALTY TRUST INC | c64955e8vk.htm |
EX-10.1 - EX-10.1 - FIRST INDUSTRIAL REALTY TRUST INC | c64955exv10w1.htm |
ARTICLES OF
AMENDMENT
OF
FIRST INDUSTRIAL REALTY TRUST, INC.
OF
FIRST INDUSTRIAL REALTY TRUST, INC.
EXHIBIT 3.1
First Industrial Realty Trust, Inc., a Maryland corporation,
having its principal office in Baltimore, Maryland (the
Corporation), hereby certifies to the State
Department of Assessments and Taxation that:
FIRST: The Charter of the Corporation as currently in effect is
hereby amended by deleting Section 7.1 of ARTICLE VII
of the Charter in its entirety and inserting the following in
lieu thereof:
7.1 Authorized Capital Stock. The total
number of shares of stock which the Corporation has authority to
issue (the Stock) is two hundred twenty-five million
(225,000,000) shares, consisting of (i) ten million
(10,000,000) shares of preferred stock, par value $.01 per share
(Preferred Stock); (ii) one hundred fifty
million (150,000,000) shares of common stock, par value $.01 per
share (Common Stock); and (iii) sixty-five
million (65,000,000) shares of excess stock, par value $.01 per
share (Excess Stock). The aggregate par value of all
the shares of all classes of Stock is $2,250,000.
SECOND: The Board of Directors of the Corporation, by unanimous
vote at a duly called meeting, duly adopted resolutions setting
forth the proposed amendment to the Charter, declaring said
amendment to be advisable and directing that said amendment be
submitted for consideration by the stockholders.
THIRD: Notice setting forth the said amendment of the Charter
and stating that a purpose of the meeting of the stockholders
would be to take action thereon was given as required by law to
all stockholders of the Corporation entitled to vote thereon.
The stockholders of the Corporation, by vote at a duly called
annual meeting, approved said amendment.
FOURTH: Immediately before this amendment, the total number of
shares of stock of all classes which the Corporation has
authority to issue, the number of shares of stock of each class
and the par value of the shares of each class were as follows:
(a) The total number of shares of all classes which the
Corporation has authority to issue is one hundred seventy-five
million (175,000,000) shares, consisting of ten million
(10,000,000) shares of preferred stock, par value $.01 per
share, one hundred million (100,000,000) shares of common stock,
par value $.01 per share and sixty-five million (65,000,000)
shares of excess stock, par value $.01 per share.
FIFTH: As amended, the total number of shares of stock of all
classes which the Corporation has authority to issue, the number
of shares of stock of each class and the par value of the shares
of each class are as follows:
(a) The total number of shares of all classes which the
Corporation has authority to issue is two hundred twenty-five
million (225,000,000) shares, consisting of ten million
(10,000,000) shares of preferred stock, par value $.01 per
share, one hundred fifty million (150,000,000) shares of common
stock, par value $.01 per share and sixty-five million
(65,000,000) shares of excess stock, par value $.01 per share.
SIXTH: Immediately before this amendment, the aggregate par
value of all shares of all classes of stock of the Corporation
was $1,750,000. As amended, the aggregate par value of all
shares of all classes of stock of the Corporation is $2,250,000.
SEVENTH: The information required by
Section 2-607(b)(2)(i)
of the Maryland General Corporation Law was not changed by this
amendment.
[Signature page follows]
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IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name and on its behalf by its
President and its corporate seal to be hereunder affixed and
attested to by its Secretary on this
12th day
of May, 2011, and its said President acknowledges under the
penalties of perjury that these Articles of Amendment are the
corporate act of said Corporation and that, to the best of his
knowledge, information and belief, the matters and facts set
forth herein are true in all material respects.
First Industrial Realty Trust, Inc.
By: |
/s/ Bruce
W. Duncan
|
Name: Bruce W. Duncan
Title: | President and Chief Executive Officer |
Attest:
/s/ John
H. Clayton
Name: John H. Clayton
Title: | Secretary |
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