Exhibit 3.2
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Certificate of Amendment
of the
Certificate of Incorporation
of
JOHN WILEY & SONS, INC.
Under Section 805 of the Business Corporation Law
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It is hereby certified that:
FIRST: The name of the corporation is JOHN WILEY & SONS, INC.
SECOND: The Certificate of Incorporation of the corporation
was filed by the Department of State on January 15,
1904 under the name of JOHN WILEY & SONS.
THIRD: The amendment of the Certificate of Incorporation
of the corporation effected by this certificate of
amendment is as follows: To increase the aggregate
number of shares of capital stock which the
corporation shall have authority to issue from
Sixteen Million (16,000,000) to Forty-four Million
(44,000,000) by authorizing an additional Twenty
Million (20,000,000) shares of Class A Common Stock
with a par value of One Dollar ($1.00) per share
and an additional Eight Million (8,000,000) shares
of Class B Common Stock with a par value of One
Dollar ($1.00) per share.
FOURTH: To accomplish the foregoing amendment, Article
THIRD of the Certificate of Incorporation, relating
to the number of shares of all classes of capital
stock which the corporation shall have authority to
issue, is hereby amended to read as follows: The
total number of shares of all classes of capital
stock which the corporation shall have authority to
issue is Forty-four Million (44,000,000) shares,
consisting of Two Million (2,000,000) shares of
Preferred Stock with a par value of One Dollar
($1.00) per share, Thirty Million (30,000,000)
shares of Class A Common Stock with a par value of
One Dollar ($1.00) per share, and Twelve Million
(12,000,000) shares of Class B Common Stock with a
par value of One Dollar ($1.00) per share.
FIFTH: The foregoing amendment of the Certificate of
Incorporation of the corporation was authorized by
a vote of the Board of Directors at a meeting held
on June 22, 1995, followed by the vote of the
holders of at least a majority of all of the
outstanding shares of the corporation entitled to
vote on the said amendment of the Certificate of
Incorporation at a meeting of the shareholders held
on September 21, 1995.
IN WITNESS WHEREOF, we have subscribed this document
on the date set forth below and do hereby affirm, under the
penalties of perjury, that the statements contained therein
have been examined by us and are true and correct.
October 13, 1995
/s/ Robert D. Wilder
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Robert D. Wilder
Senior Vice President and
Chief Financial Officer
/s/ Josephine Bacchi
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Josephine Bacchi
Corporate Secretary