EXHIBIT 3.1E
Published on August 3, 2007
Exhibit
3.1E
ARTICLES
OF AMENDMENT
OF
TANGER
FACTORY OUTLET CENTERS, INC.
The
undersigned corporation hereby
submits these Articles of Amendment for the purpose of amending its Amended
and
Restated Articles of Incorporation.
1 . The
name of the corporation is Tanger Factory Outlet Centers,
Inc.
1 . The
following amendments to the Amended and Restated Articles of Incorporation
of
the corporation were adopted by its shareholders in the manner prescribed by
law
at the corporation’s annual meeting on May 18, 2007 as adjourned and reconvened
to May 25, 2007 and May 30, 2007:
Paragraphs
“A” and “D” of Article II of the Corporation’s Amended and Restated
Articles of Incorporation shall be amended to read as follows:
“A. The
number of shares that the corporation is authorized to issue is 216 million
shares, divided into classes, as follows: 150 million Common Shares
with a par value of $0.01 per share (the “Common Shares”); 25 million Excess
Shares with a par value of $0.01 per share (the “Excess Shares”); one million
Preferred Shares with a par value of $0.01 per share (the “Class A Preferred
Shares”); eight million Class B Preferred Shares with a par value of $0.01 per
share (the “Class B Preferred Shares”); eight million Class C Preferred Shares
with a par value of $0.01 per share (the “Class C Preferred Shares”);
eight million Class D Preferred Shares with a par value of $0.01 per
share (the “Class D Preferred Shares”); four million Class E
Preferred Shares with a par value of $0.01 per share (the “Class E
Preferred Shares”); four million Class F Preferred Shares with a par value of
$0.01 per share (the “Class F Preferred Shares”); four million Class
G Preferred Shares with a par value of $0.01 per share (the “Class G
Preferred Shares”); and four million Class H Preferred Shares with a par value
of $0.01 per share (the “Class H Preferred Shares”) The
preferences, limitations and relative rights of each class of shares are as
forth in succeeding paragraphs of this Article II.
D. The
Class B Preferred Shares shall have the preferences, limitations and relative
rights set forth in Paragraph I of this Article II. Class C Preferred
Shares shall have the preferences, limitations and relative rights set forth
in
Paragraph J of this Article II. Prior to the issuance the shares of
any other class of Preferred Shares, the Board of Directors of the corporation
shall determine, in whole or in part, the preferences, limitations and relative
rights of the shares in that class subject to the
following
limitations: (1) the shares of any such other class of preferred shares may
rank
on a parity with or junior to Class C Preferred Shares with respect to payment
of dividends or the distribution of assets upon liquidation, dissolution or
winding up but may not have rights or preferences with respect to distributions
or to dissolution that are prior or superior to the Class C Preferred Shares
and
(2) the preferences, limitations and relative rights of such other class of
preferred shares shall not otherwise alter or abolish a preferential right
of
the Class B Preferred Shares or of the Class C Preferred Shares.”
This
the 13th day of June,
2007
Tanger
Factory Outlet Centers,
Inc.
BY:
/s/
Stanley K.
Tanger
|
|
Stanley
K. Tanger, Chairman of the Board and Chief Executive
Officer
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