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EXHIBIT 3(i)(b)
[AS FILED BY THE DEPARTMENT OF STATE OF THE STATE OF NEW YORK ON JULY 9, 1997.]
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
WOOLWORTH CORPORATION
Under Section 805 of the Business Corporation Law
We, the undersigned, Gary M. Bahler and Sheilagh M. Clarke, being,
respectively, the Vice President and Secretary and the Assistant Secretary of
Woolworth Corporation, a corporation organized under the laws of the State of
New York (the "Corporation"), do hereby state and certify that:
1. The name of the Corporation is Woolworth Corporation.
2. The Certificate of Incorporation of the Corporation was
filed by the Department of State on April 7, 1989.
3. The Certificate of Incorporation is hereby amended, as authorized by
Section 801 of the Business Corporation Law of the State of New York, to
eliminate the provision (in Article SEVENTH of such Certificate of
Incorporation) stating a minimum and maximum number of directors. To effect such
amendment, the first sentence of Article SEVENTH of the Certificate of
Incorporation is hereby amended to read, in its entirety, as follows:
"SEVENTH -- The business and affairs of the Corporation shall
be managed by, or under the direction of, a Board of Directors."
4. The amendment of the Certificate of Incorporation set forth above was
authorized by vote of the Board of Directors at a meeting duly called and held
on March 12, 1997, a quorum being present, followed by the required vote of the
holders of a majority of all outstanding shares of the Corporation entitled to
vote thereon at the annual meeting of shareholders of the Corporation which was
duly called and held on June 12, 1997, a quorum being present.
IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Amendment of the Certificate of Incorporation of the Corporation and do affirm
the foregoing as true under the penalties of perjury this 7th day of
July 1997.
/s/ Gary M. Bahler /s/ Sheilagh M. Clarke
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Gary M. Bahler Sheilagh M. Clarke
Vice President and Secretary Assistant Secretary
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[AS FILED BY THE DEPARTMENT OF STATE OF THE STATE OF NEW YORK ON JULY 24, 1990]
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
WOOLWORTH CORPORATION
Under Section 805 of the Business Corporation Law
We, the undersigned, Harold E. Sells and Gary M. Bahler, being,
respectively, the Chairman of the Board and Chief Executive Officer and the
Secretary of Woolworth Corporation, a corporation organized under the laws of
the State of New York, do hereby state and certify that:
1. The name of the corporation is Woolworth Corporation (hereinafter
called the "Company").
2. The Certificate of Incorporation of the Corporation was filed by
the Department of State on April 7, 1989.
3. The Certificate of Incorporation is hereby amended, as authorized by
Section 801 of the Business Corporation Law of the State of New York, to
increase the number of authorized shares of the Company's Common Stock, of the
par value of $.01 per share, from 250,000,000 shares to 500,000,000 shares. To
effect such amendment, the first sentence of Article Fourth of the Certificate
of Incorporation is hereby amended to read, in its entirety, as follows:
"FOURTH. - A. The aggregate number of shares which the Company
has authority to issue is 507,000,000 shares, consisting of:
1. 500,000,000 shares of Common Stock of the par value of $.01 each;
and
2. 7,000,000 shares of Preferred Stock of the par value of $1.00
each."
4. The amendment of the Certificate of Incorporation of the Company set
forth above was authorized by vote of the board of directors at a meeting duly
called and held on March 14, 1990, a quorum being present, followed by the
required vote of the holders of a majority of all outstanding shares of the
Company entitled to vote thereon at the annual meeting of shareholders of the
Company which was duly called and held on June 21, 1990, a quorum being present.
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IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Amendment of the Certificate of Incorporation of the Corporation and do affirm
the foregoing as true under the penalties of perjury this 19th day
of July 1990.
/s/ Gary M. Bahler /s/ Harold E. Sells
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Gary M. Bahler Harold E. Sells
Secretary Chairman of the Board and
Chief Executive Officer
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[AS FILED BY THE DEPARTMENT OF STATE OF
THE STATE OF NEW YORK ON JULY 20, 1989]
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
WOOLWORTH CORPORATION
Under Section 805 of the
Business Corporation Law
We, the undersigned, Harold E. Sells and William B. Thomson, being,
respectively, the Chairman of the Board and Chief Executive Officer and the
Secretary of Woolworth Corporation, a corporation organized under the laws of
the State of New York (herein called the "Corporation"), do hereby state and
certify that:
1. The name of the corporation is Woolworth Corporation.
2. The Certificate of Incorporation of the Corporation was filed by the
Department of State on April 7, 1989.
3. The Certificate of Incorporation is hereby amended, as authorized by
Section 801 of the Business Corporation Law of the State of New York, to change
(in Article SEVENTH of such Certificate of Incorporation) the number of
directors constituting the entire Board of Directors from not less than 3 or
more than 19 directors to not less than 11 or more than 19 directors. To effect
such amendment, the first sentence of Article SEVENTH of the Certificate of
Incorporation is hereby amended to read, in its entirety, as follows:
"SEVENTH -- The business and affairs of the Corporation shall be
managed by, or under the direction of, a Board of Directors consisting of not
less than 11 or more than 19 directors, the exact number of directors to be
determined from time to time by resolution adopted by a majority of the Board of
Directors."
4. The amendment of the Certificate of Incorporation set forth above was
duly authorized, on and as of June 26, 1989, by the unanimous written consent of
all of the directors of the Corporation, followed by the unanimous written
consent of the holders of all outstanding shares of the Corporation entitled to
vote on such amendment.
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IN WITNESS WHEREOF, we have made and subscribed this Certificate of
Amendment of the Certificate of Incorporation this 14th day of July
1989.
/s/ William B. Thomson /s/ Harold E. Sells
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William B. Thomson Harold E. Sells
Secretary Chairman of the Board and
Chief Executive Officer