EX-99.77Q1 OTHR EXHB 3 bylaws1.txt EXHIBIT 77Q1(a)(1) FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (the Fund) ARTICLES OF AMENDMENT OF FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated, a Maryland corporation (hereinafter the Corporation), hereby certifies to the State Department of Assessments and Taxation that: FIRST: Part I of the Articles Supplementary Creating and Fixing the Rights of Money Market Cumulative Preferred Stock (MMP) of the Corporation, filed with the Maryland State of Department of Assessments and Taxation (SDAT) on April 6, 1992, as amended (the Articles Supplementary) is hereby further amended as follows: By deleting in its entirety Section 11(rr) of Part I and substituting therefore the following new Section 11(rr): (rr) [Reserved] SECOND: Part II of the Articles Supplementary is hereby further amended as follows: By deleting in its entirety each of Section 1(b), Section 1(h), Section 1(j) and Section 1(o) of Part II and substituting each therefore with the following new Section 1(b), Section 1(h), Section 1(j) and Section 1(o), respectively: (b) Agent Member shall mean a member of or participant in the Securities Depository that will act on behalf of a Bidder. (h) Existing Holder, when used with respect to shares of MMP, shall mean a Person who is listed as the beneficial owner of such shares of MMP in the records of the Auction Agent. (j) [Reserved] (o) Potential Holder, when used with respect to shares of MMP, shall mean any Person, including any Existing Holder of shares of MMP, who may be interested in acquiring shares of MMP (or, in the case of an Existing Holder of shares of MMP, additional shares of MMP). THIRD: The amendments to the Charter of the Corporation set forth in Articles FIRST and SECOND above were advised by the Board of Directors and approved by the stockholders. IN WITNESS WHEREOF, the undersigned officers of the Corporation have executed these Articles of Amendment and do hereby acknowledge that these Articles of Amendment are the act and deed of the Corporation and state that, to the best of their knowledge, information and belief, the matters and facts contained herein with respect to authorization and approval are true in all material respects, under the penalties of perjury. DATE: May 25, 2006 FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED By: /s/ Robert M. Ettinger Robert M. Ettinger President WITNESS: /s/ Chad C. Conwell Chad C. Conwell Secretary