EX-3.13 4 a2240578zex-3_13.htm EX-3.13

Exhibit 3.13

 

BRAEMAR HOTELS & RESORTS INC.

 

ARTICLES OF AMENDMENT

 

January 24, 2020

 

Braemar Hotels & Resorts Inc., a Maryland corporation (the “Corporation”), having its principal office in Baltimore City, Maryland and its corporate office in Dallas, Texas certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

 

FIRST: Section 1 of Article V of the Articles of Amendment and Restatement of the Corporation filed with the Department on November 8, 2013 (as amended and supplemented to date and as may be amended and supplemented from time to time, the “Charter”) is hereby amended to increase the number of shares of stock that the Corporation has authority to issue to 330,000,000, the number of shares of common stock, $0.01 par value per share (the “Common Stock”), that the Corporation has authority to issue to 250,000,000 and the number of shares of preferred stock, $0.01 par value per share (the “Preferred Stock”), that the Corporation has authority to issue to 80,000,000, and the aggregate par value of all authorized shares of stock having par value to $3,300,000.

 

SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 250,000,000 shares of stock, consisting of 200,000,000 shares of Common Stock, $0.01 par value per share, and 50,000,000 shares of Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value was $2,500,000.

 

THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 330,000,000 shares of stock, consisting of 250,000,000 shares of Common Stock, $0.01 par value per share, and 80,000,000 shares of Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $3,300,000.

 

FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.

 

FIFTH: The foregoing amendment of the Charter has been approved by the Board of Directors of the Corporation in the manner and by the vote required by law and is limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the Corporation.

 

SIXTH: The undersigned President of the Corporation acknowledges these Articles of Amendment to be the act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

 

[Signature page follows]

 


 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary as of the date first written above.

 

BRAEMAR HOTELS & RESORTS INC.

 

 

 

By:

/s/ Richard J. Stockton

 

Name:

Richard J. Stockton

 

Title:

Chief Executive Officer and President

 

 

 

 

ATTEST:

 

 

 

By:

/s/ Robert G. Haiman

 

Name:

Robert G. Haiman

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

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