EX-3.05 2 a2050134zex-3_05.txt CERTIFICATE AGREE Exhibit 3.05 STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF AMENDMENT of CONSOLIDATED PRODUCTS INC I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles of Amendment of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law. The name following said transaction will be: THE STEAK N SHAKE COMPANY NOW, THEREFORE, with this document I certify that said transaction will become effective Wednesday, February 07, 2001. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, February 7, 2001. [SEAL OF THE STATE OF INDIANA] /s/ Sue Anne Gilroy SUE ANNE GILROY, SECRETARY OF STATE [SEAL OF THE STATE OF INDIANA] ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION State Form 38333 (R8 / 12-96) Approved by State Board of Accounts 1995 APPROVED AND FILED IND. SECRETARY OF STATE INSTRUCTIONS: USE 8 1/2" X 11" WHITE PAPER FOR INSERTS. PRESENT ORIGINAL AND TWO COPIES TO ADDRESS IN UPPER RIGHT HAND CORNER OF THIS. PLEASE TYPE OR PRINT. SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 Indiana Code 23-1-38-1 ET SEQ. FILING FEE: $30.00 ------------------------------------------------------------------------------- ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF: ------------------------------------------------------------------------------- Name of Corporation Date of incorporation Consolidated Products, Inc. December 15, 1976 ------------------------------------------------------------------------------- The undersigned officers of the above referenced Corporation (HEREINAFTER REFERRED TO AS THE "CORPORATION") existing pursuant to the provisions of: (INDICATE APPROPRIATE ACT) /X/ Indiana Business Corporation Law / / Indiana Professional Corporation Act of 1983 as amended (HEREINAFTER REFERRED TO AS THE "ACT"), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts: ------------------------------------------------------------------------------- ARTICLE I AMENDMENT(S) ------------------------------------------------------------------------------- The exact text of Article(s) I of the Articles ------------------------------- (NOTE: IF AMENDING THE NAME OF CORPORATION, WRITE ARTICLE "I" IN SPACE ABOVE AND WRITE "THE NAME OF THE CORPORATION IS ____________________." BELOW.) The name of the Corporation is amended to be: THE STEAK N SHAKE COMPANY RECEIVED INDIANA SECRETARY OF STATE 2001 FEB -7 AM 9:41 ------------------------------------------------------------------------------- ARTICLE II ------------------------------------------------------------------------------- Date of each amendment's adoption: Amendment adopted by Board of Directors of the Company -- November 15, 2000 Approved by the shareholders of the Company -- February 7, 2001 ------------------------------------------------------------------------------- (CONTINUED ON THE REVERSE SIDE) ------------------------------------------------------------------------------- ARTICLE III MANNER OF ADOPTION AND VOTE ------------------------------------------------------------------------------- Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed. ------------------------------------------------------------------------------- / / SECTION 1 This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required. ------------------------------------------------------------------------------- /X/ SECTION 2 The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (SHAREHOLDER APPROVAL MAY BE BY EITHER A OR B.) A. Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows: -------------------------------------------------------- 29,024,070 Shares entitled to vote. -------------------------------------------------------- 26,241,784 Number of shares represented at the meeting. -------------------------------------------------------- 25,996,506 Shares voted in favor. -------------------------------------------------------- 205,545 Shares voted against. -------------------------------------------------------- B. Unanimous written consent executed on ________________, 19__ and signed by all shareholders entitled to vote. ------------------------------------------------------------------------------- ARTICLE IV COMPLIANCE WITH LEGAL REQUIREMENTS ------------------------------------------------------------------------------- The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation. ------------------------------------------------------------------------------- I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 7th day of February, 2001. ------------------------------------------------------------------------------- Signature of current officer or Printed name of officer or chairman of the board chairman of the board /s/ Mary E. Ham Mary E. Ham ------------------------------------------------------------------------------- Signature's title Vice President, Secretary and General Counsel ------------------------------------------------------------------------------- CONSENT TO USE OF NAME The undersigned hereby consents to the use of the name The Steak n Shake Company by its parent corporation, formerly known as Consolidated Products, Inc., and to the filing of any documents with any appropriate governmental agency or department, either within or outside of the State of Indiana, necessary to effect the change of the name of Consolidated Products, Inc. to "The Steak n Shake Company." Dated: February 7, 2001 STEAK N SHAKE OPERATIONS, INC. Formerly Steak n Shake, Inc. By: /s/ Mary E. Ham --------------------------- Mary E. Ham, Vice President, Secretary & General Counsel CONSENT TO USE NAME ------------------- The undersigned, Steak n Shake, L.P., an Indiana limited partnership, hereby consents to the use of the name The Steak n Shake Company by its limited partner formerly known as Consolidated Products, Inc. and to the filing of any documents with any governmental agency or department, either within or outside the State of Indiana, necessary to change the name of "Consolidated Products, Inc." to "The Steak n Shake Company." Dated: February 7, 2001 STEAK N SHAKE, L.P. By Steak n Shake Operations, Inc. (Formerly Steak n Shake, Inc.), its General Partner By: /s/ Mary E. Ham --------------------------------- Mary E. Ham, Vice President, Secretary and General Counsel