Exhibit 3.1
CEDAR REALTY TRUST, INC.
ARTICLES SUPPLEMENTARY
Cedar Realty Trust, Inc., a Maryland corporation (the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Under a power contained in Article IV of the Articles of Incorporation of the Corporation, as amended and supplemented (the Charter), the Board of Directors of the Corporation (the Board of Directors) has reduced the number of authorized shares of the Corporations 7.25% Series B Cumulative Redeemable Preferred Stock (the Series B Preferred Stock) by 3,550,000 shares (consisting of 2,050,000 authorized but never issued shares of Series B Preferred Stock and 1,500,000 shares of Series B Preferred Stock redeemed or repurchased by the Corporation from time to time prior to the date hereof) and reclassified such 3,550,000 shares as authorized but unissued shares of Preferred Stock of the Corporation, par value $0.01 per share, without designation of a class or series (Preferred Stock).
SECOND: The reclassification increases the number of authorized but unissued shares classified as Preferred Stock from 2,500,000 shares immediately prior to the reclassification to 6,050,000 shares immediately after the reclassification. The reclassification decreases the number of authorized shares classified as Series B Preferred Stock from 10,000,000 immediately prior to the reclassification to 6,450,000 shares immediately after the reclassification.
THIRD: The terms of the Preferred Stock and the Series B Preferred Stock (including any preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption, as applicable) are as provided in the Charter and remain unchanged by these Articles Supplementary.
FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
FIFTH: The undersigned President of the Corporation acknowledges these Articles Supplementary to be the corporate 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 for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed on its behalf by its President and attested to by its Secretary on this 17th day of August 2017.
ATTEST: | CEDAR REALTY TRUST, INC. | |
/s/ Adina G. Storch |
/s/ Bruce J. Schanzer | |
Adina G. Storch, Corporate Secretary | Bruce J. Schanzer, President |