INSTRUMENTS DEFINING HOLDERS RIGHTS & INDENTURES
Published on March 21, 1997
Exhibit 4.11
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
RAC MORTGAGE INVESMTENT CORPORATION
1. The name of the Corporation is RAC Mortgage Investment
Corporation.
2. Article One of the Corporation's Certificate of Incorporation
shall be deleted in its entirety, and a new Article One shall be inserted in
its place, which shall read as follows:
The name of the Corporation is Resource Mortgage Capital, Inc.
3. This amendment was proposed by the board of directors and
submitted to the shareholders for approval in accordance to Section 13.1-707
of the Virginia Stock Corporation Act in a special meeting held on August 17,
1992.
4. The designation, number of outstanding shares and number of votes
entitled to be cast by each voting group entitled to vote separately on the
amendment are as follows:
Designation
of Voting Group
Entitled to vote Number of Shares Number of Votes
Separately Outstanding Entitled to be cast
Holders of Common Stock - Common Stock -
Common Stock 13,572,052 13,572,052
5. There were 12,286,892 undisputed votes cast by the holders of the
Company's common stock , and these votes were sufficient for approval of the
amendment.
IN WITNESS WHEREOF, the undersigned president of the Corporation has
executed this Certificate of Amendment on behalf of the Corporation.
Date: August 17, 1992 RAC MORTGAGE INVESTMENT CORPORATION
By: /s/ Mary Margaret Smithers
Its: Vice President