Articles of Amendment to the Articles of Incorporation of Pierre Foods, Inc.

Summary

Pierre Foods, Inc. has amended its Articles of Incorporation to allow shareholder actions to be taken without a meeting or prior notice, provided enough votes are obtained as would be required at a meeting. This amendment was approved by the company's directors and shareholders on September 18, 2002, and will become effective upon filing. The amendment aligns with the North Carolina Business Corporation Act and was properly adopted and approved as required by law.

EX-10.6 5 g78669exv10w6.txt AMENDED AND RESTATED BYLAWS OF PIERRE FOODS, INC. EXHIBIT 10.6 ARTICLES OF AMENDMENT OF PIERRE FOODS, INC. Pursuant to N.C.G.S. Section 55-10-06 of the General Statutes of North Carolina, the undersigned Corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation. 1. Name. The name of the Corporation is Pierre Foods, Inc. 2. Amendment. The following amendment to the Articles of the corporation was adopted by its directors and shareholders on the 18th day of September, 2002, in the manner prescribed by law: RESOLVED, that the Restated Articles of Incorporation of Pierre Foods, Inc. filed with the Secretary of State on August 5, 2002 be amended by the addition of the following new Article. 6. Action Without Meeting. To the full extent then permitted by the North Carolina Business Corporation Act as it may be amended from time to time, any action required or permitted to be taken at a meeting may be taken without a meeting and without prior notice by shareholders having not less than the minimum number of votes that would be necessary to take the action at a meeting at which all shareholders entitled to vote were present and voted. 4. Date of Adoption. The date of adoption of the amendment was September 18, 2002. 5. Shareholder Approval. The amendment was approved by shareholder action as required in accordance with Chapter 55 of the North Carolina General Statutes. 6. Effective Date. These articles will be effective upon filing. This the 18th day of September, 2002. PIERRE FOODS, INC. By: /s/ David R. Clark ----------------------------- David R. Clark, Vice-Chairman