EX-3.2 3 tm233148d1_ex3-2.htm EXHIBIT 3.2

Exhibit 3.2

 

NEW YORK CITY REIT, INC.

ARTICLES OF AMENDMENT

 

New York City REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST: The charter (the “Charter”) of New York City REIT, Inc., a Maryland corporation (the “Company”), is hereby amended to decrease the par value of the shares of Class A Common Stock issued and outstanding immediately prior to the Effective Time (as defined below) from $0.08 per share to $0.01 per share.

 

SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Company, pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.

 

THIRD: There has been no increase in the authorized shares of stock of the Company effected by the amendment to the Charter as set forth above.

 

FOURTH: These Articles of Amendment shall become effective at 5:01 p.m., Eastern Time, on January 11, 2023 (the “Effective Time”).

 

FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned 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.

  

[SIGNATURE PAGE FOLLOWS]

 

 1 

 

 

SIGNATURES

 

IN WITNESS WHEREOF, New York City REIT, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President, and attested by its Chief Financial Officer, Treasurer and Secretary, on this 10th day of January, 2023.

 

 

ATTEST:

 

 

By: /s/ Christopher J. Masterson   By: /s/ Edward M. Weil, Jr.
  Name: Christopher J. Masterson     Name: Edward M. Weil, Jr.
  Title: Chief Financial Officer, Treasurer and Secretary     Title: Chief Executive Officer and President

 

 

 2