**Exhibit 3.1**

 

**RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**WEST COAST REALTY INVESTORS, INC.**

 

The following is the Restated Certificate of Incorporation(“Certificate”) of WEST COAST REALTY INVESTORS, INC. (the “Corporation”), originally incorporated as ASSOCIATED PLANNERS REALTY INVESTORS, INC., the name of which was subsequently changed to WEST COAST REALTY INVESTORS, INC. Theoriginal Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 26, 1989. ****

 

This Certificate was duly adopted by the board of directors of the Corporation (the “Board”) in accordance with the provisions of Sections 242and 245 of the General Corporation Law of the State of Delaware. The Certificate of Incorporation of the Corporation as heretofore amended is hereby amended and restated to read in its entirety as follows. 

 

**Article 1**

**Name**

 

The name of the Corporation is WEST COAST REALTY INVESTORS, INC. 

 

**Article 2**

**Registered Office and Registered Agent**

 

The address of the Corporation’s registered office in the State ofDelaware is 229 South State Street, City of Dover, County of Kent. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc. 

 

**Article 3**

**Purpose**

 

The nature of the business or purposesto be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. 

 

**Article 4**

**Authorized Capital; Reverse Stock Split**

 

4.1.**Authorized Capital.**

 

4.1.1 The total number of sharesof capital stock that the Corporation shall have authority to issue is Fifteen Million (15,000,000) shares of common stock, par value $.01 per share (the “Common Stock”), or $150,000 par value in the aggregate. 

 

4.1.2 Except as may otherwise be provided in this Restated Certificate ofIncorporation (this “Certificate”) or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders, and the Common Stock shall have theexclusive right to vote for the election of directors and for all other purposes. 

 

4.1.3 The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to,or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law. 

 

4.2. **Reverse Stock Split.**

 

4.2.1 Effective as of the filing of this Certificate with the Secretary of State of the State of Delaware (the “Effective Time”), aone-for-three reverse stock split of the Corporation’s common stock shall become effective, pursuant to which each three shares of common stock, par value $.01 per share (“Old Common Stock”), outstanding and held of record by eachstockholder of the 

 

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Corporation immediately before the Effective Time and each such share of Old Common Stock held in the treasury of theCorporation immediately before the Effective Time shall (a) be reclassified and combined into one share of Common Stock (as defined in Section 4.1.1(a) above), automatically and without any action by the holder thereof upon the Effective Time, and(b) shall represent one share of Common Stock from and after the Effective Time. No fractional shares of Common Stock shall be issued as a result of such reclassification and combination. In lieu of any fractional shares to which the stockholderwould otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by three times the then Market Price of the Old Common Stock as defined below. 

 

4.2.2 Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall,from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of shares of Common Stock into which the shares of Old Common Stock represented by such certificate shall have beenreclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock), provided, however, that each person of record holding a certificate that represented shares of Old Common Stock shall receive, upon surrender of suchcertificate, a new certificate evidencing and representing the number of shares of Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified. 

 

**Article 5**

**Rights and Restrictions of Common Stock**

 

5.1. **Restrictions on Transfer to Preserve Tax Benefit.**

 

5.1.1 **Definitions**. For the purposes of this Article 5, the following terms shall have the following meanings: 

 

“Beneficial Ownership” shall mean ownership of Common Stock by aPerson who would be treated as an owner of such shares of Common Stock either directly or constructively through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial Owner,”“Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings. 

 

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 

 

“Common Stock” shall mean the $.01 par value common stock issued by the Corporation. 

 

“Constructive Ownership” shall mean ownership of Common Stock by aPerson who would be treated as an owner of such shares of Common Stock either directly or constructively through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,”“Constructively Owns” and “Constructively Owned” shall have the correlative meanings. 

 

“Excluded Holder” shall mean Allen K. Meredith (and/or any Person who is a Beneficial Owner of shares as a result of the Beneficial Ownership ofshares by Mr. Meredith). 

 

“Excluded Holder Limit”shall mean 29% of the outstanding shares of the Common Stock. For purposes of determining the Excluded Holder Limit, the amount of shares of Common Stock outstanding at the time of the determination shall be deemed to include the maximum number ofshares that the 

 

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Excluded Holder may Beneficially Own with respect to options issued pursuant to an option plan, but shall not includeshares that may be Beneficially Owned solely by other Persons upon the exercise of options. 

 

“Market Price” shall mean the last reported sales price reported on the American Stock Exchange on the trading day immediately preceding the relevant date, or if the Common Stock is not then traded on theAmerican Stock Exchange, the last reported sales price of the Common Stock on the trading day immediately preceding the relevant date as reported on any exchange or quotation system over which the Common Stock may be traded, or if the Common Stockis not then traded over any exchange or quotation system, then the market price of the Common Stock on the relevant date as determined in good faith by the Board of Directors of the Corporation. 

 

“Ownership Limit” shall initially mean five percent (5.0%) (invalue or in number of shares, whichever is more restrictive) of the outstanding Common Stock, provided that after any adjustment as set forth in Sections 5.1.8 and 5.1.9, shall mean such greater percentage of the outstanding Common Stock as soadjusted, provided that the Board of Directors may, in its discretion, adjust the Ownership Limit of any Person provided that after such adjustment, the Ownership Limit of all other persons shall be adjusted such that in no event may any fivePersons Beneficially Own more than 49% of the Common Stock. 

 

“Person” shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively forthe purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity; but does not include an underwriter which participates in a public offeringof the Common Stock for a period of 25 days following the purchase by such underwriter of the Common Stock. 

 

“Redemption Price” shall mean the price at which the Corporation shall be entitled to redeem shares of Common Stock which shall equal the lesserof (a) the price per share to be paid in the transaction which if effective would cause the Ownership Limit of the transferee to be violated or in the case of a gift, the Market Price of the shares of Common Stock as of the date of the gift; or (b)the Market Price of the shares of Common Stock on the date the Corporation calls such shares for redemption. 

 

“REIT” shall mean a Real Estate Investment Trust under Section 856 of the Code. 

 

“Restriction Termination Date” shall mean the day on which the Board of Directors of the Corporation determinesthat it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT, and only after the stockholders of the Corporation have approved the discontinuation of the Corporation to qualify as a REIT by theaffirmative vote of a majority in voting power of the outstanding capital stock of the Corporation entitled to vote thereon at a meeting of stockholders called for that purpose. 

 

“Transfer” shall mean any sale, transfer, gift, assignment, devise or other disposition of Common Stock (including(a) the granting of any option or entering into any agreement for the sale, transfer or other disposition of such Common Stock or (b) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeablefor Common Stock), whether voluntary or involuntary, whether of record or beneficially and whether by operation of law or otherwise. 

 

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5.1.2 **Restriction on Transfers**. Subject to the provisions of Sections 5.1.8 and 5.1.9: 

 

(a) Prior to the Restriction Termination Date, no Person (other than theExcluded Holder) shall Beneficially Own shares of Common Stock in excess of the Ownership Limit, and no Person (other than the Excluded Holder) shall Constructively Own shares of Common Stock in excess of 5.0% of the outstanding Common Stock.

 

(b) Prior to the Restriction Termination Date, any Transferthat, if effective, would result in any Person (other than the Excluded Holder) Beneficially Owning Common Stock in excess of the Ownership Limit or would result in the Excluded Holder Beneficially Owning Common Stock in excess of the ExcludedHolder Limit shall be void ab initio as to the Transfer of such shares of Common Stock which would be otherwise Beneficially Owned by such Person in excess of the Ownership Limit or Excluded Holder Limit, as applicable; and the intended transfereeshall acquire no rights in such shares of Common Stock. 

 

(c)Prior to the Restriction Termination Date, any Transfer that, if effective, would result in any Person (other than the Excluded Holder) Constructively Owning Common Stock in excess of 5.0% of the outstanding Common Stock or would result in theExcluded Holder Beneficially Owning Common Stock in excess of 29.0% of the outstanding Common Stock shall be void ab initio as to the Transfer of such shares of Common Stock which would be otherwise Constructively Owned by such Person in excess ofsuch amount; and the intended transferee shall acquire no rights in such shares of Common Stock. 

 

(d) Prior to the Restriction Termination Date, any Transfer that, if effective, would result in the Common Stock being Beneficially Owned by less than100 Persons (determined without reference to any rules of attribution) shall be void ab initio as to the Transfer of such shares of Common Stock which would be otherwise beneficially owned by the transferee; and the intended transferee shall acquireno rights in such shares of Common Stock. 

 

5.1.3 **RemediesFor Breach**. If the Board of Directors or its designees shall at any time determine in good faith that a Transfer has taken place in violation of Section 5.1.2 or that a Person intends to acquire or has attempted to acquire beneficial ownership(determined without reference to any rules of attribution), Beneficial Ownership or Constructive Ownership of any shares of Common Stock in violation of Section 5.1.2, the Board of Directors or its designees shall take such action as it deemsadvisable to refuse to give effect or to prevent such Transfer, including, but not limited to, refusing to give effect to such Transfer on the books of the Corporation, instituting proceedings to enjoin such Transfer or redeeming the shares ofCommon Stock purported to be transferred for an amount equal to their Redemption Price. 

 

5.1.4 **Notice of Restricted Transfer**. Any Person who acquires or attempts to acquire Common Stock in violation of Section 5.1.2, shall immediately give written notice to the Corporation of such event and shallprovide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer or attempted Transfer on the Corporation’s status as a REIT. 

 

5.1.5 **Owners Required To Provide Information.** Prior to the RestrictionTermination Date, 

 

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(a) every Beneficial Owner of more than 5% (or such other percentage, between  1/2 of 1% and 5%, as provided in the Code) of the outstanding Common Stock shall, within 30 days after January 1 ofeach year, give written notice to the Corporation stating the name and address of such Beneficial Owner, the number of shares of Common Stock Beneficially Owned, and description of how such shares are held. Each such Beneficial Owner shall provideto the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT; and 

 

(b) each Person who is a Beneficial Owner or Constructive Owner of CommonStock and each Person (including the stockholder of record) who is holding Common Stock for a Beneficial Owner or Constructive Owner shall provide to the Corporation such information that the Corporation may request, in good faith, in order todetermine the Corporation’s status as a REIT. 

 

5.1.6**Remedies Not Limited.** Subject to the provisions of Section 5.1.12, nothing contained in this Article 5 shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporationand the interests of its stockholders by preservation of the Corporation’s status as a REIT. 

 

5.1.7 **Ambiguity.** In the case of an ambiguity in the application of any of the provisions of this Article 5, including any definition contained inSection 5.1.1, the Board of Directors shall have the power to determine the application of the provisions of this Article 5 with respect to any situation based on the facts known to it. 

 

5.1.8 **Modification of Ownership Limit.** Subject to the limitations provided in Section 5.1.9, the Board of Directorsmay from time to time adjust the Ownership Limit with regard to any Person. 

 

5.1.9 **Limitations on Modifications.**

 

(a) If the Ownership Limit of any Person shall be increased, the Ownership Limit of all other Persons shall be adjusted such that no five Persons Beneficially Own in excess of 49% of the Common Stock. 

 

(b) Prior to the modification of any Ownership Limit pursuant to Sections5.1.8 or 5.1.10, the Board of Directors of the Corporation may require such opinions of counsel, affidavits, undertaking or agreements as it may deem necessary or advisable in order to determine or ensure the Corporation’s status as a REIT.

 

5.1.10 **Exceptions.**

 

(a) The Board of Directors, with a ruling from the Internal Revenue Serviceor an opinion of counsel, may exempt a Person from the Ownership Limits if such Person is not an individual for purposes of Section 542(a)(2) of the Code as modified by Section 856(h) of the Code, and 

 

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the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary toascertain that no individual’s Beneficial Ownership of such Common Stock will violate the Ownership Limit and agrees that any violation or attempted violation will result in the redemption of such Common Stock in accordance with this Article 5.

 

(b) The Board of Directors, with a ruling from the InternalRevenue Service or an opinion of counsel, may exempt a Person from the limitation on a Person Constructively Owning shares of Common Stock in excess of 5.0% of the outstanding Common Stock if such Person does not and represents that it will not own,directly or constructively (by virtue of the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code), more than a 5.0% interest (as set forth in Section 856(d)(2)(B)), in a tenant of the Corporation and the Corporationobtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact and agrees that any violation or attempted violation will result in the exemption of such shares of Common Stock in excess of 5.0% ofthe outstanding Common Stock in accordance with this Article 5. 

 

5.1.11 **Termination of REIT Status.** The Corporation shall maintain its status as a REIT until such time as the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attemptto, or continue to, qualify as a REIT, and after the stockholders of the Corporation have approved the discontinuation of the Corporation to qualify as a REIT by the affirmative vote of a majority in voting power of the outstanding capital stock ofthe Corporation entitled to vote thereon at a meeting of stockholders called for that purpose. 

 

5.1.12 **Stock Exchange Transactions.** Nothing in this Article 5 shall preclude the settlement of any transaction entered into through the facilities of any United States or foreign securities exchange orquotation system on which the stock of the Corporation is listed or admitted to trading. The fact that the settlement of any transaction may occur shall not negate the effect of any other provision of this Article 5 and any transferee in such atransaction shall be subject to all of the provisions and limitations set forth in this Article 5. 

 

5.2. **Legends for Common Stock Certificates**. Each certificate for Common Stock shall bear the following legend: 

 

“THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONSON TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NO PERSON MAY BENEFICIALLY OWN SHARES OF COMMON STOCK IN EXCESS OF 5.0% (OR SUCHOTHER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE CORPORATION) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION, AND NO PERSON MAY CONSTRUCTIVELY OWN SHARES OF COMMON STOCK IN EXCESS OF THE ABOVE LIMITATIONS. ANY PERSON WHOATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. ANY TRANSFER WHICH IF EFFECTIVE WOULD CAUSE ANY PERSON TO BENEFICIALLY OWN MORE THAN 5.0% OF THEOUTSTANDING COMMON STOCK OF THE CORPORATION (OR SUCH OTHER LIMITS AS THE BOARD OF DIRECTORS OF THE CORPORATION SHALL DETERMINE) SHALL BE VOID AB INITIO. AMONG OTHER THINGS, IF THE BOARD OF DIRECTORS DETERMINES THAT A PURPORTED TRANSFER, IFEFFECTIVE, WOULD VIOLATE THE FOREGOING 

 

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RESTRICTIONS, THE PURPORTED TRANSFEREE OF SUCH SHARES SHALL BE DEEMED TO HAVE GRANTED AN OPTION TO THE CORPORATION TOREDEEM SUCH SHARES AT A PRICE EQUAL TO THE LESSER OF: (i) THE PRICE TO BE PAID IN THE TRANSACTION WHICH, IF EFFECTIVE, WOULD VIOLATE THE FOREGOING LIMITATIONS; OR (ii) THE FAIR MARKET VALUE OF SUCH SHARES AS OF THE DATE OF EXERCISE OF SUCH OPTION.ALL TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CORPORATION’S RESTATED CERTIFICATE OF INCORPORATION, AS SUCH MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TOEACH STOCKHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON TRANSFER ARE VIOLATED, THE SHARES OF COMMON STOCK REPRESENTED HEREBY MAY BE AUTOMATICALLY REDEEMED.” 

 

5.3 **Severability**. If any provision of this Article 5 or any application of any such provision is determined to beinvalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provisions shall be affected only to the extent necessary to comply with thedetermination of such court. 

 

**Article 6**

**Term**

 

The corporation is to have perpetual existence. 

 

**Article 7**

**Board of Directors**

 

7.1 In furtherance and not in limitation of the powersconferred by statute, the Board is expressly authorized to make, amend or repeal the Bylaws of the Corporation and to authorize and cause to be executed, mortgages and liens upon the property and franchises of the Corporation. The stockholders ofthe Corporation may also from time to time make, amend or repeal the Bylaws of the Corporation by an affirmative vote of a majority of the total number of votes of the then outstanding shares of capital stock of the Corporation entitled to votegenerally in the election of directors, voting together as a single class. 

 

7.2 The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. The total number of directors constituting the entire Board shall be not less than three nor more than ten,with the then-authorized number of directors being fixed from time to time by the Board. 

 

7.3 The Board shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I directors shall initially serve until the first annual meeting ofstockholders following the Effective Time; Class II directors shall initially serve until the second annual meeting of stockholders following the Effective Time; and Class III directors shall initially serve until the third annual meeting ofstockholders following the Effective Time. Commencing with the first annual meeting of stockholders following the Effective Time, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term anduntil the election and qualification of their respective successors in office. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class shall be apportioned as nearly equal aspossible. 

 

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7.4 Newly created directorships resulting from any increase in the authorized number of directors or anyvacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less thana quorum of the Board. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the number of directors shallshorten the term of any incumbent director. 

 

7.5 Any director,or the entire Board, may be removed from office at any time, but only for cause and only by the affirmative vote of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in theelection of directors, voting together as a single class. 

 

**Article 8**

**Place of Meetings; Election of Directors; and Special Meetings**

 

The stockholders and directors shall have the power to hold their meetingsand to keep the books, documents, and papers of the Corporation outside the State of Delaware, at such places as may be from time to time designated by the Bylaws or by resolution of the stockholders or directors, except as otherwise may be requiredby the laws of Delaware. Election of Directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. Special meetings of the stockholders for any purpose may be called at any time only by the written request of theBoard, the Chairman of the Board, the Chief Executive Officer or the President of the Corporation. Such request shall state the purpose or purposes of the proposed meeting. 

 

**Article 9**

**Limitation of Liability**

 

To the maximum extentpermitted by Delaware law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of thedirector’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of theState of Delaware, or (d) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is hereafter amended to authorize the further elimination or limitation of theliability of a director, then the liability of a director of the Corporation shall be limited or eliminated to the fullest extent permitted by the amended General Corporation Law of the State of Delaware. Any repeal or modification of this Articleshall be prospective only, and shall not adversely affect any elimination or limitation of the personal liability of a director of the Corporation existing at the time of such repeal or modification. 

 

**Article 10**

**Stockholder Action By Consent**

 

No action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting ofstockholders. 

 

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**Article 11**

**Right to Amend**

 

TheCorporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate, in the manner now or hereafter prescribed by statute, including any amendment altering the terms or contract rights, as expressly set forthin this charter, of any shares of outstanding stock, and all rights conferred upon stockholders, directors and officers herein are granted subject to this reservation. 

 

IN WITNESS WHEREOF, WEST COAST REALTY INVESTORS, INC. has caused its corporate seal to be hereunto affixed and this Certificate to be signedby Allen K. Meredith, its President, Chief Executive Officer and Chairman of the Board, this 15th day of November, 2002. 

 

/s/ Allen K. Meredith

Allen K. Meredith, President, Chief Executive

Officer and Chairman of the Board

 

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CERTIFICATE OF OWNERSHIP AND MERGER 

MERGING 

MEREDITH ENTERPRISES, INC. 

WITH AND INTO 

WEST COAST REALTY INVESTORS,INC. 

 

Pursuant to Section 253 of the 

General Corporation Law of the State of Delaware 

 

West Coast Realty Investors, Inc., a Delaware corporation (the “Company”), does hereby certify to the following facts relating to the merger (the“Merger”) of Meredith Enterprises, Inc., a Delaware corporation (the “Subsidiary”), with and into the Company, with the Company remaining as the surviving corporation under the name of Meredith Enterprises, Inc.: 

 

FIRST: The Company is incorporated pursuant to the General Corporation Law of the State ofDelaware (the “DGCL”). The Subsidiary is incorporated pursuant to the DGCL. 

 

SECOND: The Company owns all of the outstanding shares of each class of capital stock of the Subsidiary. 

 

THIRD: The Board of Directors of the Company, by the following resolutions duly adopted on March 12, 2003, determined to merge the Subsidiary with and into the Companypursuant to Section 253 of the DGCL: 

 

WHEREAS, West CoastRealty Investors, Inc., a Delaware corporation (the “Company”), owns all of the outstanding shares of the capital stock of Meredith Enterprises, Inc., a Delaware corporation (“Subsidiary”); and 

 

WHEREAS, the Board of Directors of the Company has deemed it advisable thatthe Subsidiary be merged with and into the Company pursuant to Section 253 of the General Corporation Law of the State of Delaware; NOW, THEREFORE, BE IT AND IT HEREBY IS 

 

RESOLVED, that the Subsidiary be merged with and into the Company (the “Merger”); and it is further 

 

RESOLVED, that by virtue of the Merger and without any action on the part ofthe holder thereof, each then outstanding share of common stock of the Company shall remain unchanged and continue to remain outstanding as one share of common stock of the Company, held by the person who was the holder of such share of common stockof the Company immediately prior to the Merger; and it is further 

 

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof; andit is further 

 

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RESOLVED, that the certificate of incorporation of the Company as in effect immediately prior to theeffective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article 1 thereof shall be amended to read in its entirety as follows: 

 

**Article 1**

**Name**

 

The name of the corporation is MEREDITHENTERPRISES, INC. 

 

RESOLVED, that the proper officers of theCompany be and they hereby are authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of effecting the Merger and to file the same inthe office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the resolutions relating to the Merger. 

 

FOURTH: The Company shall be the surviving corporation of the Merger. 

 

FIFTH: The certificate of incorporation of the Company as in effect immediately prior to theeffective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article 1 thereof shall be amended to read in its entirety as follows: 

 

**Article 1**

**Name**

 

The name of the corporation is MEREDITHENTERPRISES, INC. 

 

SIXTH: The Certificate of Ownership and Merger shall becomeeffective at 12:01 a.m., Eastern Standard Time, on March 24, 2003. 

 

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 20th day of March, 2003. 

 
**WEST COAST REALTY INVESTORS, INC.**By: 
/s/ Charles P. Wingard
Name: Charles P. WingardOffice: Secretary
 

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**CERTIFICATE OF AMENDMENT**

**OF**

**CERTIFICATE OF INCORPORATION**

**OF**

**MEREDITH ENTERPRISES, INC.**

 

Meredith Enterprises, Inc., a corporation duly organizedand existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 

 

**1.** The Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Article Fourth thereof in its entirety and inserting the followingin lieu thereof:

 

**4.1. Authorized Stock.**

 

4.1.1 The total number of shares of capitalstock that the Corporation shall have authority to issue is Five Million (5,000,000), consisting of One million (1,000,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), and Four Million (4,000,000) sharesof common stock, par value $.01 per share (the “Common Stock”). 

 

4.1.2 The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to,or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law. 

 

**4.2. Preferred Stock.**

 

4.2.1 The Preferred Stock may be issued from time to time in one or more series. The Board is hereby authorized to provide for theissuance of shares of Preferred Stock in one or more series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as “Preferred Stock Designation”), to establish from time to time thenumber of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each thereof. The authority of the Board with respect to each series shall include, but not be limited to, determinationof the following: 

 

The designation of theseries, which may be by distinguishing number, letter or title. 

 

(a) The number of shares of the series, which number the Board may thereafter (except where otherwise provided in the

 

(b) Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding).

 

(c) The amounts payable on, and the preferences, if any,of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative.

 

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(d) Dates at which dividends, if any, shall be payable.

 

(e) The redemption rights and price or prices, if any,for shares of the series.

 

(f) Theterms and amount of any sinking fund provided for the purchase or redemption of shares of the series.

 

(g) The amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntaryliquidation, dissolution or winding up of the affairs of the Corporation.

 

(h) Whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, thespecification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other termsand conditions upon which such conversion or exchange may be made.

 

(i) Restrictions on the issuance of shares of the same series or of any other class or series.

 

(j) The voting rights, if any, of the holders of shares of the series.

 

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4.2.2 The Common Stock shall be subject to the express terms of the Preferred Stock andany series thereof. Except as may otherwise be provided in this Restated Certificate of Incorporation, in a Preferred Stock Designation or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such shareupon all questions presented to the stockholders, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to vote at or receive notice ofany meeting of stockholders. 

 

4.2.3 TheCorporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part ofany other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law. 

 

**2.** The Restated Certificate of Incorporation of the Corporation is further hereby amended by inserting the following definitions in Section 5.1.1 in lieu of thecorresponding existing definitions, and adding new definitions as follows where there are no corresponding existing definitions: 

 

“Excess Ownership” shall mean the percentage of the outstanding Common Stock of the Corporation which any Person other than the Excluded HolderBeneficially Owns in excess of the Ownership Limit. 

 

“Excluded Holder” shall mean Allen K. Meredith (and/or any Person who is a Beneficial Owner of shares as a result of the Beneficial Ownership of shares by Mr. Meredith and/or any Person if any of the shares owned by such Personwould be aggregated with the shares owned by Allen K. Meredith for purposes of determining the Beneficial Ownership of Allen K. Meredith). 

 

“Excluded Holder Limit” shall mean 39% of the outstanding shares of the Common Stock, less the aggregate of the Excess Ownership of all Personsother than the Excluded Holder as determined from time to time. For purposes of determining the Excluded Holder Limit, the amount of shares of Common Stock outstanding at the time of the determination shall be deemed to include the maximum number ofshares that the Excluded Holder may Beneficially Own with respect to options issued pursuant to an option plan, but shall not include shares that may be Beneficially Owned solely by other Persons upon the exercise of options. 

 

“Ownership Limit” shall initially mean two and one half percent(2.5%) (in value or in number of shares, whichever is more restrictive) of the outstanding Common Stock, provided that after any adjustment as set forth in Sections 5.1.8 and 5.1.9, shall mean such greater percentage of the outstanding Common Stockas so adjusted, provided that the Board of Directors may, in its discretion, adjust the Ownership Limit of any Person provided that after such adjustment, the Ownership Limit of all other persons shall be adjusted such that in no event may any fivePersons Beneficially Own more than 49% of the Common Stock. 

 

**3.** TheRestated Certificate of Incorporation of the Corporation is further hereby amended by deleting Sections 5.1.2(a) and (c) in their entirety and inserting the following in lieu thereof: 

 

(a) Prior to the Restriction Termination Date, no Person (other than theExcluded Holder) shall Beneficially Own shares of Common Stock in excess of the 

 

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Ownership Limit, and no Person (other than the Excluded Holder) shall Constructively Own shares of Common Stock in excessof 5.0% of the outstanding Common Stock, provided, however, that any Person exceeding such limits on the effective date of this Certificate of Amendment shall be permitted to retain such shares of Common Stock in excess of the foregoing limits, butshall be subject to the provisions of Section 5.1.5(c) hereof. 

 

(c) Prior to the Restriction Termination Date, any Transfer that, if effective, would result in any Person (other than the Excluded Holder) Constructively Owning Common Stock in excess of 5.0% of the outstanding Common Stock or BeneficiallyOwning Shares of Common Stock in excess of the Ownership Limit, or would result in the Excluded Holder Beneficially Owning Common Stock in excess of 39.0% of the outstanding Common Stock shall be void ab initio as to the Transfer of such shares ofCommon Stock which would be otherwise Constructively Owned or Beneficially Owned by such Person, as applicable, in excess of such amount; and the intended transferee shall acquire no rights in such shares of Common Stock. 

 

**4.** The Restated Certificate of Incorporation of the Corporation is further herebyamended by deleting Section 5.1.5 in its entirety and inserting the following in lieu thereof: 

 

5.1.5 **Owners Required To Provide Information.** Prior to the Restriction Termination Date, 

 

(a) every Beneficial Owner of more than 2% (or such other percentage,between 1/2 of 1% and 2%, as provided in the Code) of the outstanding Common Stock shall, within 30 days after January 1 of each year, give written notice to the Corporation stating the name and address of such Beneficial Owner, the number of sharesof Common Stock Beneficially Owned, and description of how such shares are held. Each such Beneficial Owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of suchBeneficial Ownership on the Corporation’s status as a REIT; 

 

(b) each Person who is a Beneficial Owner or Constructive Owner of Common Stock and each Person (including the stockholder of record) who is holding Common Stock for a Beneficial Owner or Constructive Owner shall provide to the Corporationsuch information that the Corporation may request, in good faith, in order to determine the Corporation’s status as a REIT; and 

 

(c) every Beneficial Owner, other than the Excluded Holder, of more than 2.5% of the outstanding Common Stock on the effective date of this Certificateof Amendment shall, within 30 days of the effective date hereof, give written notice to the Corporation stating the name and address of such Beneficial Owner, the number of shares Beneficially Owned, and a description of how such shares are held.Thereafter, each such Beneficial Owner shall, within 30 days after selling or otherwise disposing of Beneficial Ownership of an aggregate of 5,000 shares or more since any prior notice, give written notice to the Corporation of the number of sharessold or otherwise disposed of. Upon receipt of such notices, the Corporation shall recalculate the aggregate Excess Ownership of all Persons other than the Excluded Holder, and in the event the aggregate Excess Ownership of all such Persons hasdecreased by 1% or more of the then outstanding number of shares of Common Stock, the Corporation shall so notify the Excluded Holder, who shall thereupon be permitted to increase his Beneficial Ownership accordingly. 

 

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**5.** The Restated Certificate of Incorporation of the Corporation is further hereby amended by deleting Section5.2 in its entirety and inserting the following in lieu thereof: 

 

5.2.**Legends for Common Stock Certificates**. Each certificate for Common Stock shall bear the following legend: 

 

“THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE CORPORATION’SMAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EXCEPT AS OTHERWISE PERMITTED UNDER THE CERTIFICATE OF INCORPORATION OF THE CORPORATION, AS AMENDED, NO PERSON MAY BENEFICIALLY OWNSHARES OF COMMON STOCK IN EXCESS OF 2.5% (OR SUCH OTHER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE CORPORATION) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION, AND NO PERSON MAY CONSTRUCTIVELY OWN SHARES OF COMMON STOCK INEXCESS OF 5.0% (OR SUCH OTHER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE CORPORATION) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION. ANY PERSON WHO ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCKIN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. ANY TRANSFER WHICH IF EFFECTIVE WOULD CAUSE ANY PERSON OTHER THAN THE EXCLUDED HOLDER TO BENEFICIALLY OWN MORE THAN 2.5% OF THE OUTSTANDING COMMON STOCK OF THE CORPORATIONOR CONSTRUCTIVELY OWN MORE THAN 5.0% OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION (OR SUCH OTHER LIMITS AS THE BOARD OF DIRECTORS OF THE CORPORATION SHALL DETERMINE) SHALL BE VOID AB INITIO. AMONG OTHER THINGS, IF THE BOARD OF DIRECTORSDETERMINES THAT A PURPORTED TRANSFER, IF EFFECTIVE, WOULD VIOLATE THE FOREGOING RESTRICTIONS, THE PURPORTED TRANSFEREE OF SUCH SHARES SHALL BE DEEMED TO HAVE GRANTED AN OPTION TO THE CORPORATION TO REDEEM SUCH SHARES AT A PRICE EQUAL TO THE LESSEROF: (i) THE PRICE TO BE PAID IN THE TRANSACTION WHICH, IF EFFECTIVE, WOULD VIOLATE THE FOREGOING LIMITATIONS; OR (ii) THE FAIR MARKET VALUE OF SUCH SHARES AS OF THE DATE OF EXERCISE OF SUCH OPTION. ALL TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINEDIN THE CORPORATION’S RESTATED CERTIFICATE OF INCORPORATION, AS SUCH MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. IF THE RESTRICTIONSON TRANSFER ARE VIOLATED, THE SHARES OF COMMON STOCK REPRESENTED HEREBY MAY BE AUTOMATICALLY REDEEMED.” 

 

**6.** The foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to beexecuted by its duly appointed officer, on this 15th day of November, 2004. 

 
MEREDITH ENTERPRISES, INC.By: 
/s/ Charles Wingard
Name: Charles WingardOffice: Secretary
 

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