Attached files
Exhibit
3.3
PACIFIC OFFICE PROPERTIES
TRUST, INC.
ARTICLES
OF AMENDMENT
Pacific
Office Properties Trust, Inc., a Maryland corporation (the “Corporation”),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: Section 6.1 of
Article VI of the charter of the Corporation (the “Charter”) is hereby amended
to increase the number of shares of stock that the Corporation has authority to
issue to 340,000,000, the number of shares of Common Stock, $.0001 par value per
share, that the Corporation has authority to issue to 240,000,000 and the aggregate par
value of all authorized shares of stock having par value to
$34,000.
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 300,200,000
shares of stock, consisting of 200,200,000 shares of Common Stock, $.0001 par
value per share, 200,199,900 of which are shares of Common Stock (“Listed Common
Stock”) and 100 of which are shares of Class B Common Stock, and 100,000,000
shares of Preferred Stock, $.0001 par value per share. The aggregate par value
of all authorized shares of stock having par value was $30,200.
THIRD: The total
number of shares of stock which the Corporation has authority to issue pursuant
to the foregoing amendment of the Charter is 340,000,000 shares of stock,
consisting of 240,000,000 shares of Common Stock, $.0001 par value per share,
239,999,900 of which are shares of Listed Common Stock and 100 of which are
shares of Class B Common Stock, and 100,000,000 shares of Preferred Stock,
$.0001 par value per share. The aggregate par value of all authorized shares of
stock having par value is $34,000.
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 of the
Charter.
FIFTH: The foregoing
amendment of the Charter 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)(12) of the MGCL without any action
by the stockholders of the Corporation.
SIXTH: The
undersigned Chairman of the Board acknowledges these Articles of Amendment to be
the corporate act of the Corporation and as to all matters of facts required to
be verified under oath, the undersigned Chairman of the Board 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 of perjury.
IN WITNESS WHEREOF, the
Corporation has caused these Articles of Amendment to be signed in its name and
on its behalf by its Chairman of the Board and attested to by its Corporate
Secretary on this 20th day of November, 2009.
|
PACIFIC
OFFICE PROPERTIES TRUST, INC.
By: /s/ Jay H. Shidler
Name: Jay
H. Shidler
Title: Chairman
of the Board
|
|
|
ATTEST:
/s/ Tamara Edwards
Tamara
Edwards
Corporate
Secretary
|