Exhibit 3(i)(b)
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “PITNEY BOWES INC.”, FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF SEPTEMBER, A.D. 2019, AT 9:50 O`CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
101728 8100 Authentication: 203622715
SR# 20197088894 Date: 09-18-19
You may verify this certificate online at corp.delaware.gov/authver.shtml
CERTIFICATE OF ELIMINATION OF THE 4% CONVERTIBLE CUMULATIVE PREFERRED STOCK OF
PITNEY BOWES INC.
Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware
Pitney Bowes Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:
1.That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Certificate of Incorporation of the Company, as theretofore amended and/or restated (the "Certificate of Incorporation"), the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of 240,000 shares of 4% Convertible Cumulative Preferred Stock, $50.00 par value per share (the "4% Preferred Stock"), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on April 26, 1967 filed a Certificate of Designation with respect to such 4% Preferred Stock in the office of the Secretary of State of the State of Delaware (the "Certificate of Designation"). Said Certificate of Designation was subsequently integrated into the Certificate of Incorporation in restatements of the Certificate of Incorporation.
2.That no shares of said 4% Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificate of Designation.
3.That the Board of Directors of the Company has adopted the following resolutions:
WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designation (the "Certificate of Designation") filed in the office of the Secretary of State of the State of Delaware on April 26, 1967, the Company authorized the issuance of a series of 240,000 shares of 4% Convertible Cumulative Preferred Stock, $50.00 par value per share (the "4% Preferred Stock"), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof; and
WHEREAS, said Certificate of Designation was subsequently integrated into the Certificate of Incorporation of the Company, as theretofore amended and/or restated (the "Certificate of Incorporation") in restatements of the Certificate of Incorporation; and
WHEREAS, as of the date hereof no shares of such 4% Preferred Stock are outstanding and no shares of such 4% Preferred Stock will be issued subject to said Certificate of Designation; and
WHEREAS, it is desirable that all matters set forth in the Certificate of Designation with respect to such 4% Preferred Stock be eliminated from the Certificate of Incorporation;
NOW, THEREFORE, BE IT AND IT HEREBY IS
RESOLVED, that all matters set forth in the Certificate of Designation with respect to such 4% Preferred Stock be eliminated from the Certificate of Incorporation; and it is further
RESOLVED; that the officers of the Company be, and hereby are, authorized and directed to file a Certificate with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Certificate of Designation with respect to such 4% Preferred Stock shall be eliminated from the Certificate of lncorporation.
4. That, accordingly, all matters set forth in the Certificate of Designation with respect to such 4% Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation.
IN WITNESS WHEREOF, Pitney Bows Inc. has caused this Certificate to be signed by its duly authorized officer this l7 day of September, 2019.
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| | Pitney Bowes Inc. |
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| | By: | /s/ Daniel J. Goldstein |
| | Name: Daniel J. Goldstein |
| | Title: Executive Vice President, Chief Legal Officer and Corporate Secretary |
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