Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - APARTMENT INVESTMENT & MANAGEMENT CO | d84297e8vk.htm |
| EX-1.1 - EX-1.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv1w1.htm |
| EX-5.1 - EX-5.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv5w1.htm |
| EX-8.1 - EX-8.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv8w1.htm |
| EX-10.1 - EX-10.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv10w1.htm |
| EX-12.1 - EX-12.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv12w1.htm |
Exhibit 3.1
ARTICLES SUPPLEMENTARY
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Class Z Cumulative Preferred Stock
(Par Value $.01 Per Share)
(Par Value $.01 Per Share)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (hereinafter called the
“Corporation”), having its principal office in Baltimore City, Maryland, hereby certifies
to the Department of Assessments and Taxation of the State of Maryland that:
FIRST: Pursuant to authority expressly vested in the Board of Directors of the Corporation by
Section 1.2 of Article IV of the Charter of the Corporation (as amended to date, the
“Charter”) and Section 2-208 of the Maryland General Corporation Law, the Board of
Directors of the Corporation, by duly adopted resolutions, has reclassified 4,000,000 shares of the
Corporation’s authorized and unissued shares of Class A Common Stock, par value $.01 per share (the
“Common Stock”), as additional shares (the “Additional Shares”) of 7.00% Class Z
Cumulative Preferred Stock, par value $.01 per share (the “Class Z Preferred Stock”), and
has provided for the issuance of such Additional Shares of Class Z Preferred Stock.
SECOND: The reclassification increases the number of authorized shares classified as Class Z
Preferred Stock from 800,000 shares immediately prior to the reclassification to 4,800,000 shares
immediately after the reclassification. The reclassification decreases the number of authorized
shares classified as Common Stock from 484,887,260 immediately prior to the reclassification to
480,887,260 shares immediately after the reclassification.
THIRD: The terms of the Additional Shares of Class Z Preferred Stock (including the
preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends
and other distributions, qualifications, or terms or conditions of redemption) are as provided in
the Charter and remain unchanged by these Articles Supplementary,
except that a holder of Additional Shares shall not be entitled to
receive any dividends paid on any Dividend Payment Date (as defined
in the Charter) if such Additional Shares were not outstanding on the
Record Date (as defined in the Charter) for such dividend.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in
its name and on its behalf by its Executive Vice President and Chief Financial Officer and
witnessed by its Executive Vice President, General Counsel and Secretary on this 24th day of
August, 2011.
| WITNESS: | APARTMENT INVESTMENT AND MANAGEMENT COMPANY | |||
/s/ Lisa R. Cohn |
/s/ Ernest M. Freedman | |||
Lisa R. Cohn
|
Ernest M. Freedman | |||
Executive Vice President,
|
Executive Vice President and | |||
General Counsel and Secretary
|
Chief Financial Officer | |||
THE UNDERSIGNED, Executive Vice President and Chief Financial Officer of APARTMENT INVESTMENT
AND MANAGEMENT COMPANY, who executed on behalf of the Corporation the Articles Supplementary of
which this Certificate is made a part, hereby acknowledges in the name and on behalf of said
Corporation the foregoing Articles Supplementary to be the corporate act of said Corporation and
hereby certifies that the matters and facts set forth herein with respect to the authorization and
approval thereof are true in all material respects under the penalties of perjury.
| /s/ Ernest M. Freedman | ||||
| Ernest M. Freedman | ||||
| Executive Vice President and Chief Financial Officer |
||||