Articles of Incorporation [Amendment] (2011)Full Document 

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ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
BESTPRACTICES, INC.

BestPractices, Inc. (the "Corporation"), pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, hereby executes the following articles of amendment and sets forth:

1.                                       The name of the corporation is BestPractices, Inc.

2.                                       The Articles of Incorporation of the Corporation, filed with the Virginia State Corporation Commission (the "Commission") on February 16, 1989, as amended and.  restated by the Articles of Restatement filed with the Commission on April 14, 2004, as amended by Amendment to Amended and Restated Articles of Incorporation, filed with the Commission on April 28, 2004, as amended and restated by Second Amended and Restated Articles of Incorporation, filed with the Commission on May 12, 2004 (collectively, the "Restated Articles") and as further amended by the Articles of Amendment of Articles of Incorporation filed with the Commission on May 18, 2004 and the Articles of Amendment of Articles of Incorporation filed with the Commission on March 1, 2005, is hereby amended as follows:

The fifth paragraph of Exhibit A of the Restated Articles which currently states:

FIFTH:  Board of Directors.  The number of directors to serve on the Board of Directors of the Corporation shall be five (5).  For so long as any shares of Series A Convertible Preferred Stock remain issued and outstanding, the holders of the Series A Convertible Preferred Stock, voting as a separate class, shall he entitled to elect two (2) directors of the Corporation.  The holders of the Common Stock, voting as a separate class, shall be entitled to elect one (1) director of the Corporation.  The two (2) directors elected by the holders of the Series A Convertible Preferred Stock and the one (1) director elected by the holders of Common Stock shall, by mutual agreement, appoint two (2) directors.  At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series A Convertible Preferred Stock then outstanding shall constitute a quorum of the Series A Convertible Preferred Stock for the election of directors to be elected solely by the holders of the Series A Convertible Preferred Stock.  After prior approval of their nominee, a vacancy in any directorship elected by the holders of the Series A Convertible Preferred Stock shall be filled only by vote or written consent of the Series A Convertible Preferred Stock, and a vacancy in any directorship elected by the holders of the Common Stock shall be filled only by vote or



written consent of the holders of Common Stock.  A removal from any directorship elected by the holders of the Series A Convertible Preferred Stock shall be accomplished only by vote or written consent of the holders of the Series A Convertible Preferred Stock, and a removal from any directorship elected by the holders of Common Stock shall be accomplished only by vote or written consent of the holders of the Common Stock.  The Corporation shall not increase or decrease the number of directors constituting the Board of Directors to a number other than five (5), without the written consent or affirmative vote of the holders at least two-thirds (2/3) of the then outstanding shares of Series A Convertible Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series.

is hereby deleted in its entirety and replaced with the following:

FIFTH:  Board of Directors.  The number of directors to serve on the Board of Directors of the Corporation shall not less than three (3) and not more than five (5), as set by the shareholders.  For so long as any shares of Series A Convertible Preferred Stock remain issued and outstanding, the holders of the Series A Convertible Preferred Stock, voting as a separate class, shall be entitled to elect two (2) directors of the Corporation.  The holders of the Common Stock, voting as a separate class, shall be entitled to elect one (1) director of the Corporation.  The two (2) directors elected by the holders of the Series A Convertible Preferred Stock and the one (1) director elected by the holders of Common Stock may, by mutual agreement, appoint up to two (2) additional directors.  At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series A Convertible Preferred Stock then outstanding shall constitute a quorum of the Series A Convertible Preferred Stock for the election of directors to be elected solely by the holders of the Series A Convertible Preferred Stock.  After prior approval of their nominee, a vacancy in any directorship elected by the holders of the Series A Convertible Preferred Stock shall be filled only by vote or written consent of the Series A Convertible Preferred Stock, and a vacancy in any directorship elected by the holders of the Common Stock shall be filled only by vote or written consent of the holders of Common Stock.  A removal from any directorship elected by the holders of the Series A Convertible Preferred Stock shall be accomplished only by vote or written consent of the holders of the Series A Convertible Preferred Stock, and a removal from any directorship elected by the holders of Common Stock shall be accomplished only by vote or written consent of the holders of the Common Stock.  The Corporation shall not increase or decrease the number of directors constituting the Board of Directors to a number other than five (5), without the written consent or affirmative vote of the holders at least two-thirds (2/3) of the then outstanding shares of Series A Convertible Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series.

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