Attached files

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10-K - 10-K - MAC-GRAY CORPa2202566z10-k.htm
EX-31.1 - EX-31.1 - MAC-GRAY CORPa2202566zex-31_1.htm
EX-31.2 - EX-31.2 - MAC-GRAY CORPa2202566zex-31_2.htm
EX-23.1 - EX-23.1 - MAC-GRAY CORPa2202566zex-23_1.htm
EX-32.1 - EX-32.1 - MAC-GRAY CORPa2202566zex-32_1.htm
EX-10.45 - EX-10.45 - MAC-GRAY CORPa2202566zex-10_45.htm

Exhibit 3.02

 

CERTIFICATE OF AMENDMENT

 

OF

 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

OF

 

MAC-GRAY CORPORATION

 

MAC-GRAY CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

FIRST:                                                        That the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Section 3 of Article VI thereof, and inserting, in lieu thereof, the following:

 

“Section 3.                                      Terms of Directors.

 

The number of Directors of the Corporation shall be fixed by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Preferred Stock of the Corporation, shall be classified, with respect to the term for which they severally hold office, into three classes, as nearly equal in number as possible. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 1998, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 1999, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2000. At each annual meeting of stockholders, the successor or successors of the class of Directors whose term expires at that meeting shall be elected for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal.”

 

SECOND:                                        That the foregoing amendment as certified herein has been duly adopted by vote of the stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

[Remainder of Page Intentionally Left Blank]

 



 

IN WITNESS WHEREOF, this Certificate of Amendment of Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 1st day of November, 2010.

 

 

 

MAC-GRAY CORPORATION

 

 

 

 

 

By:

/s/ Stewart G. MacDonald, Jr.

 

 

Stewart G. MacDonald, Jr.

 

 

Chief Executive Officer