EX-3.1
from S-3
1 page
Certificate of Incorporation Certificate of Amendment of Restated Certificate of Incorporation of Toy Biz, Inc. Toy Biz, Inc., a Corporation (The "Corporation") Organized and Existing Under the General Corporation Law of the State of Delaware (The "Gcl"), Does Hereby Certify as Follows: 1. the Present Name of the Corporation Is Toy Biz, Inc. 2. the Restated Certificate of Incorporation of the Corporation Is Hereby Amended by Striking Out Paragraph 7.2 of Article Seven Thereof and by Substituting in Lieu of Said Paragraph the Following New Paragraph 7.2 of Article Seven: "7.2 the Number of Directors Which Shall Constitute the Entire Board of Directors Shall Be Twelve." 3. the Amendment of the Restated Certificate of Incorporation Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Sections 222 and 242 of the Gcl. in Witness Whereof, the Corporation Has Caused This Amendment of the Restated Certificate of Incorporation to Be Duly Executed and Acknowledged, This 10th Day of June, 1996. /S/ Joseph M. Ahearn Name: Joseph M. Ahearn Title: President and Chief Executive Officer
12/34/56