EX-3.I
from 10-K405
1 page
<page> Exhibit (3)i. Certificate of Amendment of Restated Certificate of Incorporation * * * * * Cronus Industries, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify: First: That at a Meeting of the Board of Directors of Cronus Industries, Inc. Resolutions Were Duly Adopted Setting Forth a Proposed Amendment to the Restated Certificate of Incorporation of Said Corporation, Declaring Said Amendment to Be Advisable and Calling a Meeting of the Stockholders of Said Corporation for Consideration Thereof. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Restated Certificate of Incorporation of the Company Be Amended as Follows: 1. Article First Shall Be Amended to Read in Its Entirety as Follows: First. the Name of the Corporation Is: Business Records Corporation Holding Company Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, an Annual Meeting of the Stockholders of Said Corporation Was Duly Called and Held, Upon Notice in Accordance With Section 222 of the General Corporation Law of the State of Delaware at Which Meeting the Necessary Number of Shares as Required by Statute Were Voted in Favor of the Amendment. <page> Third: That Said Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, Said Cronus Industries, Inc. Has Caused This Certificate to Be Signed by P.E. Esping, Its President, and Attested by T. E. Kiraly, Its Secretary, This 10/Th/ Day of May, 1990. Cronus Industries, Inc. By: /S/ P. E. Esping P. E. Esping, President Attest: By: /S/ T. E. Kiraly T. E. Kiraly, Secretary
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EX-3.D
from 10-K405
1 page
<page> Exhibit (3)d. Certificate of Amendment to the Restated Certificate of Incorporation of Cronus Industries, Inc. Cronus Industries, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware (The "Corporation"), Does Hereby Certify: "Resolved, That the Board of Directors Hereby Declares the Advisability of Amending the Certificate of Incorporation of the Corporation by Adding Thereto the Following Proposed Article Ninth to the Certificate of Incorporation (The "Amendment") and Directs That the Amendment Be Presented to the Shareholders of the Corporation at the Next Annual Meeting of Such Shareholders for Their Approval: Article Ninth. to the Fullest Extent Permitted by Delaware General Corporation Law, as the Same Exists or May Hereafter Be Amended, a Director Shall Not Be Liable to the Corporation or Its Stockholders for a Breach of Fiduciary Duty as a Director." Second: That, Pursuant to the Affirmative Vote of the Holders of a Majority of the Issued and Outstanding Shares of Capital Stock of the Corporation Entitled to Vote Thereon as of March 3, 1987, Taken at the Annual Meeting of Stockholders Held on April 23, 1987, Said Amendment Was Duly Adopted by the Stockholders of the Corporation. Third: That the Aforementioned Amendment Was Duly Adopted in Accordance With the Applicable Provisions of Section 242 of the General Corporation Law of the State of Delaware. Fourth: That the Capital of the Corporation Will Not Be Reduced Under or by Reason of Such Amendment. in Witness Whereof, Cronus Industries, Inc. Has Caused This Certificate to Be Executed in Accordance With Section 103 of the General Corporation Law of the State of <page> Delaware by C. A. Rundell, Jr., Its Chairman of the Board and Chief Executive Officer, This 8/Th/ Day of May, 1987. Cronus Industries, Inc. By: /S/ C. A. Rundell, Jr. C. A. Rundell, Jr., Chairman of the Board; Chief Executive Officer -2
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