Exhibit 3(p)
CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS
WITH RESPECT TO THE
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES B
OF
WELLS FARGO & COMPANY
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
The undersigned DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of Wells Fargo & Company, a Delaware corporation (the “Company”), at a meeting duly convened and held on November 25, 2003, at which a quorum was present and acting throughout:
WHEREAS resolutions were adopted by the Board of Directors, which resolutions are set forth in a Certificate of Designations filed with the Secretary of State of the State of Delaware on November 2, 1998, providing for and authorizing the issuance of 1,500,000 shares of Adjustable Rate Cumulative Preferred Stock, Series B (“Series B Preferred Stock”); and
WHEREAS by resolutions adopted by the Board of Directors on September 23, 2003, the Board of Directors authorized the redemption of all the outstanding shares of the Series B Preferred Stock; and
WHEREAS all the outstanding shares of the Series B Preferred Stock were redeemed on November 15, 2003.
RESOLVED that none of the authorized shares of the Series B Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on November 2, 1998 with the Secretary of State of the State of Delaware with respect to such series.
RESOLVED that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, the Secretary and any Assistant Secretary are hereby authorized to execute, acknowledge, and file such instruments and documents as they, or any of them, may deem necessary or advisable to eliminate from the Company’s Restated Certificate of Incorporation,
as amended, all matters set forth in said Certificate of Designations with respect to the Series B Preferred Stock.
IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused its corporate seal to be hereunto affixed and this Certificate to be signed by Laurel A. Holschuh, its Senior Vice President, and attested by Rachelle M. Graham, its Assistant Secretary, this 10th day of December, 2003.
| WELLS FARGO & COMPANY | ||||
| By | /s/ Laurel A. Holschuh | |||
| Senior Vice President | ||||
| ATTEST: | ||||
| /s/ Rachelle M. Graham | ||||
| Assistant Secretary | ||||
[Filed in the Office of the Delaware Secretary of State on December 10, 2003]
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