Exhibit 3(b)
CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS
WITH RESPECT TO THE
1996 ESOP CUMULATIVE CONVERTIBLE PREFERRED STOCK
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 February 28, 2006, 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 February 26, 1996, providing for and authorizing the issuance of 59,000 shares of 1996 ESOP Cumulative Convertible Preferred Stock; and
WHEREAS as of December 31, 2005, all the outstanding shares of the 1996 ESOP Cumulative Convertible Preferred Stock were converted into fully paid and nonassessable shares of common stock of the Company.
RESOLVED that none of the authorized shares of the 1996 ESOP Cumulative Convertible Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on February 26, 1996 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 1996 ESOP Cumulative Convertible Preferred Stock.
IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused its corporate seal to be hereunto affixed and this Certificate to be signed by Heidi M. Dzieweczynski, its Senior Vice President, and attested by Rachelle M. Graham, its Assistant Secretary, this 20th day of March, 2006.
| | |
| WELLS FARGO & COMPANY |
| |
| By | | /s/ Heidi M. Dzieweczynski |
| | Senior Vice President |
|
| ATTEST: |
|
/s/ Rachelle M. Graham |
| Assistant Secretary |
[As Filed with the Delaware Secretary of State on March 20, 2006]
