Articles Of Amendment (Close Corporation) {CORP-3(C)}

File No.: Vermont Secretary of State ARTICLES OF AMENDMENT of a Vermont Close Corporation a. PLEASE RETURN ACKNOWLEDGEMENT TO: REQUIRED ­ NAME & MAILING ADDRESS NAME: ADDRESS: Business ID: Processed by: FOR OFFICE USE ONLY b. CLOSE CORPORATION: REQUIRED ­ AS CURRENTLY ON RECORD WITH THE VERMONT SECRETARY OF STATE. (1) (2) Current Business Name: Date of Incorporation: PLEASE REVIEW SUBMISSION AND FORM INSTRUCTIONS BEFORE BEGINNING THIS DOCUMENT MUST BE TYPEWRITTEN OR PRINTED (11A V.S.A. § 1.20) CHECK THE BOX NEXT TO AND FILL-IN ONLY THOSE ARTICLES (1-7) IN WHICH INFORMATION IS BEING CHANGED/UPDATED ARTICLE 1. NEW BUSINESS NAME REQUIRED CORPORATE NAME: - PROFESSIONAL CORPORATION ­ NAME MUST INCLUDE A CORPORATE IDENTIFIER SUCH AS "PC, "PA," LTD," OR "SC" ­ SEE INSTRUCTIONS PAGE FOR COMPLETE LIST OF OPTIONS - ALL OTHERS - NAME MUST INCLUDE IDENTIFIER SUCH AS "CORP," "INC," "CO," OR "LTD."- SEE INSTRUCTIONS PAGE FOR COMPLETE LIST OF OPTIONS ARTICLE 2. NEW CORPORATE SUBTYPE IF SELECTED ­ MUST SELECT ONE (1) OF THE FOLLOWING. This corporation is a Close Corporation in accordance with 11A V.S.A. Chapter 20. This corporation is a Close Professional Corporation in accordance with 11A V.S.A. Chapter 20 and 11A V.S.A. Chapter 4. This corporation is a Close Workers' Cooperative Corporation in accordance with 11A V.S.A. Chapter 20 and 11 V.S.A. Chapter 8 This corporation is a Close Benefit Corporation in accordance with 11A V.S.A. Chapter 20 and 11A V.S.A. Chapter 21. ARTICLE 3. The Benefit Director will be: REQUIRED - CLOSE BENEFIT CORPORATIONS ONLY NEW BUSINESS DISCRIPTION- NAICS CODE (PREFERRED) OR BRIEF STATEMENT OF PRIMARY GOODS OR SERVICES TO BE PROVIDED BY THIS CORPORATION REQUIRED ­ IF A PROFESSIONAL CORPORATION: PROFESSIONAL LICENSE(S) MUST BE SUBMITTED WITH THIS DOCUMENT - PROFESSIONAL CORPORATIONS: REQUIRED MUST STATE PROFESSIONAL SERVICE PROVIDED - BENEFIT CORPORATIONS: REQUIRED ­ MUST INCLUDE ONE OR MORE SPECIFIC PUBLIC BENEFITS IN ACCORDANCE WITH 11A V.S.A. § 21.08. DESCRIPTION: ARTICLE 4. NEW PRINCIPAL OFFICE a. Physical Street Address: NO PO BOX City/Town: Country: b. Mailing Address: City/Town: Country: a. Director or Officer Name: Address: City/Town: Country: b. Director or Officer Name: Address: City/Town: Country: c. Director or Officer Name: Address: City/Town: CHECK IF APPLICABLE: State/Province: ZIP/Postal Code: State/Province: ZIP/Postal Code: Title: State/Province: ZIP/Postal Code: Title: State/Province: ZIP/Postal Code: Title: State/Province: ZIP/Postal Code: DIRECTORS AND OFFICERS BOTH REMAINING AND NEW - ARTICLE 5. CURRENT PRINCIPALS: IF SELECTED --MUST PROVIDE COMPLETE LIST OF ALL CURRENT Country: This corporation now has more than three (3) directors and/or officers; IF SELECTED - MUST ATTACH A COMPLETE LIST OF ALL ADDITIONAL PRINCIPLES. 11A V.S.A. § 10.06 (REV. 07/01/15) American LegalNet, Inc. www.FormsWorkFlow.com DIVISION OF CORPORATIONS PAGE 1 of 2 FORM CORP-3(C) CORPORATION AMENDMENT (CLOSE) This page intentionally left blank. (Reverse of Page 1 of 2) American LegalNet, Inc. www.FormsWorkFlow.com Vermont Secretary of State ARTICLES OF AMENDMENT of a Vermont Close Corporation ARTICLE 6. NEW CAPITAL STOCK PROVISIONS IF SELECTED: a. Amount of Stock authorized to be issued: REQUIRED. (1) The number of shares into which Capital Stock is divided: (2) The total par value: $ b. Division of Capital Stock REQUIRED ­ SELECT ONE (1) OF THE FOLLOWING. The capitol stock will not be divided into more than one class; all shares will have unlimited voting rights, and equal receipt of net assets upon dissolution. The capital stock will be divided as follows into the following classes: (1) (2) (3) (4) Preferred: Common: Shares; Shares; Other : Shares The following class(es) of shares will (together) have unlimited voting rights: (5) The following class(es) of shares together is/are entitled to receive the net assets of the corporation upon dissolution: c. d. e. f. g. All of the corporation's issued and outstanding stock of all classes shall be held of record by not more than a specified number of persons, not exceeding 35. Each certificate for shares shall conspicuously note the fact that the corporation is a close corporation. Each certificate for shares shall conspicuously note the following provisions or state that the following provisions exist and that the corporation will furnish to any shareholder upon request and without charge, a full statement of such provisions. The corporation shall make no offering of any of its shares of any class which would constitute a "public offering" within the meaning of the United States Securities Act of 1933 (15 U.S.C. § 77 et seq.); All of the corporation's issued and outstanding shares of all classes shall be represented by certificates and shall conform in form and content to the requirements of 11A V.S.A. § 6.25. ARTICLE 7.NEW FISCAL YEAR END (MONTH): OPTIONAL DECEMBER IS DEFAULT FISCAL YEAR END IF NO ENTRY MADE - ANNUAL REPORTS WILL BE DUE EACH YEAR WITHIN FIRST 2.5 MONTHS OF FISCAL YEAR END. ARTICLE 8. MANAGEMENT: IF SELECTED­ SELECT ONE (1) OF THE FOLLOWING This corporation shall henceforth operate without a board of directors; and as such, in accordance with 11A V.S.A. § 20.08: a. all corporate powers shall be exercised by or under the authority of the shareholders; b. the business and the affairs of the corporation shall be managed under the direction of the shareholders; and c. the liability normally vested in directors by law under 11A V.S.A. § 8.03 is hereby imposed upon the shareholders. This corporation shall henceforth operate with a board of directors in accordance with 11A V.S.A. § 8.03. ARTICLE 9. APPROVAL OF THESE ARTICLES: REQUIRED - SELECT ONE (1) OF THE FOLLOWING: This amendment was approved by a sufficient vote of the board of directors or incorporators Shareholder action was not required. This amendment was approved by the shareholders as follows: REQUIRED-IF SELECTED a. Total number of votes entitled to be cast by shareholders: (1) Total Number of Votes Cast FOR this amendment or restatement: b. Total number of UNDISPUTED votes cast ON this amendment: SELECT AND FILL-IN ONE (1) OF THE FOLLOWING: c. ARTICLE 10. (2) Total number of votes cast AGAINST this amendment: (2) Total number of UNDISPUTED votes cast FOR this amendment: The number of votes cast FOR this amendment was sufficient for approval. CERTIFICATION OF DOCUMENT: REQUIRED I hereby certify, under penalty of law, (11A V.S.A. §1.29), as an officer or