Attached files
file | filename |
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8-K - FORM 8-K - ASHFORD HOSPITALITY TRUST INC | d85119e8vk.htm |
EX-5.1 - EX-5.1 - ASHFORD HOSPITALITY TRUST INC | d85119exv5w1.htm |
EX-1.1 - EX-1.1 - ASHFORD HOSPITALITY TRUST INC | d85119exv1w1.htm |
EX-10.1 - EX-10.1 - ASHFORD HOSPITALITY TRUST INC | d85119exv10w1.htm |
Exhibit 3.1
ASHFORD HOSPITALITY TRUST, INC.
ARTICLES SUPPLEMENTARY ESTABLISHING ADDITIONAL SHARES
OF SERIES E PREFERRED STOCK
OF SERIES E PREFERRED STOCK
Ashford Hospitality Trust, Inc., a Maryland corporation (the Corporation), having its
principal office in Baltimore City, Maryland and its corporate office in Dallas, Texas certifies to
the State Department of Assessments and Taxation of Maryland that:
FIRST: Under a power contained in Section 2-208 of the Maryland General Corporation Law and
Article V of the Corporations charter (Charter), the Board of Directors (the Board) previously
classified and designated 3,450,000 shares of the unissued preferred stock, par value $.01 per
share, of the Corporation as Series E Preferred Stock (the Series E Preferred Stock) having the
preferences, rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption as set forth in the Articles
Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock
filed by the Corporation with the State Department of Assessments and Taxation of Maryland on April
15, 2011 (the Series E Articles Supplementary).
SECOND: Under a power contained in Section 2-208 of the Maryland General Corporation Law and
Article V of the Corporations Charter, on October 12, 2011, a duly appointed committee of the
Board classified an additional 1,372,000 shares of preferred stock as Series E Preferred Stock, par
value $0.01 per share, having all of the preferences, rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms and conditions of
redemption as set forth in the Series E Articles Supplementary, with the result that the
Corporation shall now have authorized an aggregate of 4,822,000 shares of Series E Preferred Stock,
all of which shall constitute a single series of preferred stock;
THIRD: These Articles Supplementary have been approved by the Board in the manner and by the
vote required by law.
FOURTH: These Articles Supplementary shall be effective at the time the State Department of
Assessments and Taxation of Maryland accepts these Articles Supplementary for record.
The undersigned President of the Corporation acknowledges these Articles Supplementary to be
the act of the Corporation and, as to all matters or facts required to be verified under oath, the
undersigned President acknowledges that to the best of his 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.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed in
its name and on its behalf by its President and attested to by its Secretary as of this 17th day of
October 2011.
ASHFORD HOSPITALITY TRUST, INC. |
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By: | /s/ Douglas A. Kessler | |||
Douglas A. Kessler, President | ||||
ATTEST: |
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By: | /s/ David A. Brooks | |||
David A. Brooks, Secretary | ||||
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