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8-K - 8-K - FIVE STAR SENIOR LIVING INC.a11-13706_48k.htm

Exhibit 3.1

 

FIVE STAR QUALITY CARE, INC.

 

ARTICLES OF AMENDMENT

 

Five Star Quality Care, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST:  The charter of the Corporation (the “Charter”) is hereby amended by deleting the first two sentences of Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows:

 

“The Corporation has authority to issue 76,000,000 shares of stock, consisting of 75,000,000 shares of Common Stock, $.01 par value per share (“Common Stock”), and 1,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”).  The aggregate par value of all authorized shares of stock having par value is $760,000.”

 

SECOND:  The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 51,000,000 shares of stock, consisting of 50,000,000 shares of Common Stock, $.01 par value per share, and 1,000,000 shares of Preferred Stock, $.01 par value per share.  The aggregate par value of all authorized shares of stock having par value was $510,000.

 

THIRD:  The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 76,000,000 shares of stock, consisting of 75,000,000 shares of Common Stock, $.01 par value per share, and 1,000,000 shares of Preferred Stock, $.01 par value per share.  The aggregate par value of all authorized shares of stock having par value is $760,000.

 

FOURTH:  The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment.

 

FIFTH:  The foregoing amendment was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the Corporation.

 

SIXTH:  The undersigned Senior Vice President and Chief Operating Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Senior Vice President and Chief Operating Officer acknowledges that, to the best of her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

[SIGNATURE PAGE FOLLOWS]

 



 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Senior Vice President and Chief Operating Officer and attested by its Secretary this 10th day of June, 2011.

 

ATTEST:

FIVE STAR QUALITY CARE, INC.

 

 

 

 

 

 

/s/ Travis K. Smith

 

By:

/s/ Rosemary Esposito, R.N.

Travis K. Smith

 

Rosemary Esposito, R.N.

Secretary

 

Senior Vice President and Chief Operating Officer

 

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