AMENDMENT TO ARTICLES OF INCORPORATION
Published on May 16, 1997
Exhibit 3.11
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DYNEX CAPITAL, INC.
1. The name of the corporation is Dynex Capital, Inc.
2. The first sentence of Article III shall be deleted and in place
thereof shall be the following sentences:
The number of shares of Common Stock that the Corporation shall have
the authority to issue shall be 100,000,000 shares of Common Stock
with the par value of $.01 each. Each issued and outstanding share
of Common Stock, par value $.01 per share, as of the date this
amendment to the Articles of Incorporation shall have become
effective, shall be changed into two shares of Common Stock, par
value $.01 per share and at the close of business on such date, each
holder of record of Common Stock, without further action, shall be
and become the holder of one additional share for each share of
Common Stock held of record immediately prior thereto.
3. This amendment to the Articles of Incorporation was proposed by the
Board of Directors and submitted to the shareholders for approval in accordance
with Section 13.1-707 of the Virginia Stock Corporation Act at the annual
meeting on April 24, 1997.
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:
5. There were 18,911,262 undisputed votes cast by the holders of the
Company's common stock in favor of the amendment and these votes were sufficient
for approval of the amendment.
6. The effective date of this amendment shall be May 5, 1997.
IN WITNESS WHEREOF, the undersigned President of the Corporation has
executed these Articles of Amendment on behalf of the Corporation.
Dated: April 24, 1997 RESOURCE MORTGAGE CAPITAL, INC.
By: /S/ Thomas H. Potts
Thomas H. Potts
President