EXHIBIT 3.1(a)
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CANANDAIGUA WINE COMPANY, INC.
(Pursuant to Section 242 of the General Corporation Law)
Canandaigua Wine Company, Inc. (the "Corporation"), a corporation duly
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY THAT:
FIRST: The name of the Corporation is Canandaigua Wine Company, Inc.
SECOND: The Certificate of Incorporation of the Corporation was filed
on December 4, 1972.
THIRD: By unanimous written consent of the Board of Directors,
resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of the Corporation, declaring
its advisability, and directing that the amendment be considered
at the next annual meeting of stockholders of the Corporation.
The resolution setting forth the proposed amendment is as
follows:
RESOLVED: That the name of the Company be changed to
Canandaigua Brands, Inc. and that the officers of the
Company are hereby authorized and directed to submit for the
approval of the stockholders of the Company a proposal to
amend the Restated Certificate of Incorporation of the
Company (the "Restated Certificate") to effect the change of
name, and upon such approval and completion of all
formalities, to execute and file such Certificate of
Amendment to the Restated Certificate and such other
documents or instruments as may be necessary or desireable
to effect or reflect the name change in the State of
Delaware or in any other jurisdiction where the Company is
registered or qualified.
FOURTH: Thereafter, an annual meeting of stockholders of the Corporation
was duly called and held, upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware at
which meeting the
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necessary number of shares required by statute were voted in
favor of the amendment.
FIFTH: The Certificate of Incorporation is hereby amended to change the
name of the Corporation. Paragraph 1 of the Certificate of
Incorporation, which sets forth the name of the Corporation, is
amended to read, in its entirety, as follows:
1. Name. The name of the Corporation is Canandaigua
Brands, Inc.
SIXTH: This amendment shall be effective as of September 1, 1997.
SEVENTH: This amendment was duly adopted in accordance with Section 242 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of
the Certificate of Incorporation to be executed by Richards Sands, its President
and Chief Executive Officer, this 25 day of August, 1997.
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CANANDAIGUA WINE COMPANY, INC.
By: /s/ Richard Sands
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Richard Sands,
President and Chief Executive Officer