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Exhibit 3.1

 

SL GREEN REALTY CORP.

 

ARTICLES OF AMENDMENT

 

SL GREEN REALTY CORP., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

 

FIRST:                                                      The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect, consisting of Articles of Restatement filed with the Department on July 11, 2014 (the “Charter”), pursuant to Sections 2-601 et seq. of the Maryland General Corporation Law (the “MGCL”).

 

SECOND:                                       The Charter of the Corporation is hereby amended by deleting therefrom in its entirety the existing Section 1 of Article IV, and inserting in lieu thereof the following new Section 1 of Article IV:

 

Section 1.  Number of Directors.  The business and affairs of the Corporation shall be managed under the direction of the Board of Directors of the Corporation (the “Board of Directors”).  The number of directors of the Corporation shall be nine (9), which number may be increased or decreased pursuant to the Bylaws of the Corporation but shall never be less than the minimum number required by the Maryland General Corporation Law.  The names of the nine (9) current directors who shall serve until the expiration of the respective terms for which they were elected, and until their successors are duly elected and qualified, and the year in which the current term of each such director shall expire are:

 

Name

 

Year of Expiration

 

 

 

John H. Alschuler

 

2018

Stephen L. Green

 

2018

Lauren B. Dillard

 

2018

Edwin Thomas Burton III

 

2019

Craig M. Hatkoff

 

2019

Andrew W. Mathias

 

2019

Marc Holliday

 

2020

John S. Levy

 

2020

Betsy Atkins

 

2020

 

Each director shall serve for the term of office for which he or she is elected, and until his or her successor is duly elected and qualifies.  At each annual meeting of stockholders commencing with the annual meeting of stockholders to be held in 2018, the successors to the directors whose term expires at such annual meeting of stockholders shall be elected to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified.

 



 

THIRD:                                                  The foregoing amendment to the Charter as set forth in these Articles of Amendment has been duly advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required by law.

 

FOURTH:                                     These Articles of Amendment shall be effective upon filing with the Department.

 

FIFTH:                                                    The undersigned Chief Executive 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 Chief Executive Officer 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.

 

[SIGNATURE ON FOLLOWING PAGE]

 



 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its behalf by its Chief Executive Officer, and attested to by its Secretary, on this 13th day of July, 2017.

 

ATTEST:

SL GREEN REALTY CORP.

 

 

 

 

/s/ Andrew S. Levine

 

By:

/s/ Marc Holliday

(SEAL)

Name:

Andrew S. Levine

Name:

Marc Holliday

Title:

Secretary

Title:

Chief Executive Officer