Articles of Incorporation - Bertucci's of Owings Mills Inc.
ARTICLES OF INCORPORATION
OF
BERTUCCI'S OF OWINGS MILLS, INC.
[Now known as Bertucci's of Baltimore County, Inc.]
FIRST: I, Thomas P. Kimmitt, Jr., whose address is 210 W. Pennsylvania
Avenue, Suite 500, Towson, Maryland 21204, being at least eighteen years of age,
hereby form a corporation under and by virtue of the general laws of the State
of Maryland.
SECOND: The name of the corporation (hereinafter called the
"Corporation") is: Bertucci's of Owings Mills, Inc.
THIRD: The purposes for which the Corporation is formed are:
(1) To own, operate and have interests in restaurants, inns, taverns
and other public establishments for the sale and dispensing of food, beverages,
spirits and all other consumables for the pleasing of the palate, the comfort of
spirit and the sustenance of the body.
(2) To do anything permitted by Section 2-103 of the Maryland General
Corporation Law, as amended from time to time, and any and all other lawful
acts.
FOURTH: The address of the principal office of the Corporation in this
State is Owings Mills Town Center, 10300 Mill Run Circle, Suite 2100, Owings
Mills, MD 21117. The name and address of the Resident Agent of the Corporation
in this State are Charles E. Brooks, Esquire, 610 Bosley Avenue, Towson,
Maryland 21204; said Resident Agent is a Maryland resident.
FIFTH: The total number of shares of capital stock which the
Corporation has authority to issue is One Hundred (100) shares, with no par
value.
SIXTH: The number of directors of the Corporation shall be three (3)
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
provisions of the Maryland General Corporation Law or, when larger, the minimum
number required when the provisions of any other Maryland law or regulation
requires a larger number of directors for any particular business in which the
Corporation may become employed. The names of the directors, who shall act until
the first annual meeting of stockholders and until their successors are duly
elected and qualify are:
JOSEPH P. CRUGNALE
NORMAN S. MALLETT
VERNA A. COULTAS
SEVENTH: To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of this
Corporation shall be personally liable to the Corporation or its stockholders
for money damages. No amendment of the charter of the Corporation or repeal of
<PAGE>
any of its provisions shall limit or eliminate the limitation of liability
provided to directors and officers hereunder with respect to any act or omission
occurring prior to such amendment or repeal.
EIGHTH: Except as the Bylaws of the Corporation may otherwise provide,
no indemnification shall be provided for any officer or director or for any
employee or agent of the Corporation or of any predecessor of the Corporation or
any other entity.
NINTH: No holder of stock or any other security of the Corporation
shall have any preemptive right to subscribe to or purchase any additional
shares of stock of any class, or other securities of any nature; provided,
however, that the Board of Directors may, in authorizing the issuance of stock
of any class, confer any preemptive right that the Board of Directors may deem
advisable in connection with such issuance, and set the price and any other
terms the Board of Directors, in its sole discretion, may fix.
TENTH: In carrying on its business or for the purpose of attaining or
furthering any of its objectives the Corporation shall have all of the rights,
powers and privileges granted to corporations by the laws of the State of
Maryland and the power to do any and all acts and things which a natural person
or partnership could do and which may now or hereafter be authorized by law,
either alone or in partnership or conjunction with others. In furtherance and
not in limitation of the powers conferred by law, the powers of the Corporation
and of the directors and stockholders shall include the following:
(a) To make any amendment of its Charter, now or hereafter authorized
by law, including any amendment which alters the contract rights, as expressly
set forth in its Charter, of any outstanding stock.
(b) The Board of Directors of the Corporation is hereby specifically
authorized and empowered to classify or reclassify any unissued stock from time
to time by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption of the stock.
(c) The Board of Directors of the Corporation is hereby specifically
authorized and empowered to authorize the issuance or sale from time to time of
shares of its stock of any class, whether now or hereafter authorized, or
securities convertible into shares of its stock or any class or classes, whether
now or hereafter authorized, for such consideration as the Board of Directors
may deem advisable, subject to such restrictions or limitations, if any, as may
be set forth in the Bylaws of the Corporation.
IN WITNESS WHEREOF, I do hereby acknowledge these Articles of
Incorporation to be my act this 30th day of March, 1993.
INCORPORATOR:
/S/: THOMAS P. KIMMITT, JR.
---------------------------
Thomas P. Kimmitt, Jr.
BERTUCCI'S OF OWINGS MILLS, INC.
ARTICLES OF AMENDMENT
Bertucci's of Owings Mills, Inc., a Maryland Corporation having its
<PAGE>
principal office at 10300 Mill Run Circle, Suite 2100, Owings Mills, Maryland
21117 (hereinafter referred to as the "Corporation") hereby certifies to the
State Department of Assessments and Taxation of Maryland (hereafter referred to
as the "Department") that:
FIRST: Article Second of the Charter of the Corporation is hereby
amended by changing the name of the Corporation from Bertucci's of Owings Mills,
Inc. to Bertucci's of Baltimore County, Inc. and from and after the date of
acceptance of these Articles of Amendment by the Department, the new name of the
Corporation shall be Bertucci's of Baltimore County, Inc.
SECOND: These Articles of Amendment were duly advised by written
informal action unanimously taken by the Board of Directors of the Corporation
and duly approved by written informal action unanimously taken by the
Stockholders.
IN WITNESS WHEREOF, Bertucci's of Owings Mills, Inc. has caused these
presents to be signed in its name and on its behalf by its President and its
Corporate Seal to be hereunder affixed and attested by its Secretary on this
12th day of October, 1993, and its President acknowledges that these Articles of
Amendment are the act and deed of Bertucci's of Owings Mills, Inc., and, under
the penalties of perjury, that the matters and facts set forth herein with
respect to authorization and approval are true in all material respects to the
best of his knowledge, information and belief.
ATTEST: BERTUCCI'S OF OWINGS MILLS, INC.
/S/: NORMAN S. MALLET /S/: JOSEPH P. CRUGNALE
-------------------------- ----------------------------
Norman S. Mallet, Secretary Joseph P. Crugnale, President