CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Standex International Corporation, 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 Standex International Corporation on July 29, 1998, a vote was duly adopted setting forth a proposed amendment to the Restated Certificate of Incorporation of said corporation, declaring said Amendment to be advisable and calling for consideration thereof at the Annual Meeting of Stockholders of said corporation. The vote setting forth the proposed amendment is as follows:
VOTED:
That this Board declares it advisable that Article Fourth of the Restated Certificate of Incorporation be amended as follows: “FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is sixty million (60,000,000) shares of Common Stock, par value $1.50 per share.”
FURTHER
VOTED:
That the Secretary is hereby authorized and directed to submit the proposal of such amendment for adoption by the Stockholders at the Annual Meeting of Stockholders to be held on October 27, 1998.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, the Annual Meeting of Stockholders of said Corporation was duly called and held on October 27, 1998, upon notice and 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.
THIRD: The 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, Standex International Corporation has caused this Certificate to be signed by Edward J. Trainor, its President and Chief Executive Officers and attested by Deborah A. Rosen, its Secretary, this 29th day of October, 1998.
STANDEX INTERNATIONAL CORPORATION
By: __/s/ Edward J. Trainor_______________
Edward J. Trainor, President/CEO
(Corporate Seal)
ATTEST:
By: ___/s/ Deborah A. Rosen______
Deborah A. Rosen, Secretary
State of New Hampshire _)
County of Rockingham ) SS.
Then personally appeared Edward J. Trainor and Deborah A. Rosen, known to me to be the President/CEO and Secretary respectively of Standex International Corporation and acknowledged the foregoing instrument to be the free act and deed of Standex International Corporation.
Dated: October 29, 1998
___/s/ Steven G. Brown____________
Steven G. Brown, Notary Public
