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C&S-515 (REV. 8/96) EXHIBIT 4.2
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
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(Date Received) (For Bureau Use Only)
Dec 11 1997
FILED
DEC 11 1997
Name Administrator
Xxxxx Xxxxx MI DEPT. OF CONSUMER & INDUSTRY SERVICES
Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
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Address
2290 First National Building
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City State Zip Code
Detroit MI 48226
EFFECTIVE DATE:
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Document will be returned to the name and address you enter above.
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATIONS
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following certificate:
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1. The name of the corporation or limited liability company is: Arbor Drugs, Inc.
2. The identification number assigned by the Bureau is: / 1 / 0 / 2 / - / 4 / 2 / 4 /
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3. The location of the registered office is: 0000 Xxxx Xxx Xxxxxx Xxxx, Xxxx, Xxxxxxxx 00000
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4. Article III of the Articles of Incorporation is hereby amended to read in its entirety as
follows:
ARTICLE III
The total authorized capital stock is:
1. Common Shares 100,000,000 Par Value Per Share $.01
Preferred Shares 2,000,000 Par Value Per Share $.01
2. A statement of all or any of the relative rights, preferences and limitations of the shares of each
class is as follows: The Board of Directors may cause the corporation to issue preferred stock in
one or more series, each series to bear a designation and to have such relative rights and
preferences as shall be prescribed by resolution of the Board. Such resolution, when filed, shall
constitute amendments to these Restated Articles of Incorporation.
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5. (For amendments adopted by unanimous consent of incorporators before
the first meeting of the board of directors of trustees.)
The foregoing amendment to the Articles of Incorporation was duly
adopted on the _____ day of __________________, _____, in accordance
with the provisions of the Act by the unanimous consent of
incorporator(s) before the first meeting of the Board of Directors or
Trustees.
Signed this _________ day of _________________, _____
_________________________________ _________________________________
(Signature) (Signature)
_________________________________ _________________________________
(Type or Print Name and Title) (Type or Print Name and Title)
6. (For profit corporations, and for nonprofit corporations whose articles
state the corporation is organized on a stock or on a membership basis.)
The foregoing amendment to the Articles of Incorporation was duly
adopted on the 2nd day of December, 1997 by the shareholders if a profit
corporation, or by the shareholders or members if a nonprofit
corporation (check one of the following)
/X/ at a meeting. The necessary votes were cast in favor of the
amendment.
/ / by written consent of the shareholders or members having not
less than the minimum number of votes required by statue in
accordance with Section 407(1) of and (2) of the Act if a
nonprofit corporation, or Section 407(1) of the Act if a profit
corporation. Written notice to shareholders or members who
have not consented in writing has been given.
(Note: Written consent by less than all of the shareholders or
members is permitted only if such provision appears in the
Articles of Incorporation.)
/ / by written consent of all the shareholders or members entitled
to vote in accordance with Section 407(3) of the Act if a
nonprofit corporation, or Section 407(2) of the Act if a profit
corporation.
Signed this 9th day of December, 1997
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Senior Vice President-Finance and Administration
7. (For a nonprofit corporation whose articles state the corporation is
organized on a directorship basis.) The foregoing amendment to the
Articles of Incorporation was duly adopted the _____ day of ___________,
______ by the directors of a nonprofit corporation whose Articles of
Incorporation state it is organized on a directorship basis (check one
of the following)
/ / at a meeting. The necessary votes were cast in favor of the
amendment.
/ / by written consent of all the directors pursuant to Section
525 of the Act.
Signed this ______ day of _________________, _____
By ____________________________________
(Signature of President, Vice-President,
Chairperson or Vice-Chairperson)
____________________________________
(Type or Print Name and Title)
