<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 01/23/2002
020046012 -3251589
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION OF AMERICAN ACHIEVEMENT
CORPORATION WITH ALL AMENDMENTS (f/k/a COMMEMORATIVE BRANDS
HOLDING CORP.)
<Page>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
COMMEMORATIVE BRANDS HOLDING CORP.
COMMEMORATIVE BRANDS HOLDING CORP. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY THAT:
1. The board of directors of the Corporation, by the unanimous
written consent of its members filed with the minutes of the board, duly adopted
a resolution proposing and declaring advisable, in accordance with Section 2.42
of the General Corporation Law of the State of Delaware, the following amendment
to the Certificate of Incorporation of the Corporation:
Article 1 of the Certificate of Incorporation of the Corporation is
hereby amended to read in its entirety as follows:
"1. The name of the corporation in AMERICAN ACHIEVEMENT CORPORATION."
2. The aforesaid amendment was duly adopted by the majority of the
stockholders of the Corporation in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
(THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK)
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed this 17th day of January, 2002.
By: /s/ David G. Fiore
-------------------------
Name: David G. Fiore
Title: President
<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 06/27/2000
001327948 - 3251589
CERTIFICATE OF INCORPORATION
OF
COMMEMORATIVE BRANDS HOLDING CORP.
Commemorative Brands Holding Corp. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, does hereby certify that:
1. The name of the corporation is Commemorative Brands Holding Corp.
(the "Corporation").
2. The address of the Corporation's registered office in the State
of Delaware is 6515 South DuPont Highway, County of Kent, Dover, Delaware 19901.
National Corporate Research, Ltd. is the Corporation's registered agent at that
address.
3. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "General Corporation Law").
4A. The Corporation shall have authority to issue One Million Two
Hundred and Fifty Thousand (1,250,000) shares of Common Stock, par value $0.01
per share and One Million Two Hundred and Fifty Thousand (1,250,000) shares of
Preferred Stock, par value $0.01 per share.
4B. Shares of Preferred Stock may be issued by the Corporation from
time to time in one or more c1asses or series, with such designations, powers,
privileges,
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preferences and relative, participating, optional or other rights, if any, and
such qualifications, limitations or restrictions thereon, as are permitted by
law and as the Board of Directors shall from time to time provide for by
resolution or resolutions duly adopted, including, without limitation, voting
powers, if any (including multiple or fractional votes per share), dividend
rights, if any (including dividend preferences or limited or unlimited dividend
participation), conversion rights, mandatory or optional redemption rights or
restrictions and preferences, on limited or unlimited participation or in the
amount to be paid on liquidation, and the Board of Directors is hereby
authorized to fix and determine the powers, privileges, preferences and rights
of any series of Preferred Stock (including, but not limited to, applicable
conversion or redemption rates or prices or dividend rates), and to fix the
number of shares constituting any such series and to increase or decrease the
number of shares of any such series (but not below the number of shares thereof
then outstanding). In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status which
they bad prior to the adoption of the resolution originally fixing the number of
shares of such series.
5. The name and mailing address of the sole incorporator is:
NAME MAILING ADDRESS
Jeannie Shea, Esq. Schulte Roth & Zabel LLP
900 Third Avenue
New York, NY 10022
6. The powers of the incorporator shall terminate upon the filing of
this Certificate of Incorporation. The name and address of the person who is to
initially serve as director until the first annual meeting of stockholders or
until his successors are elected and qualified is:
2
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NAME MAILING ADDRESS
David B. Pittaway Castle Harlan, Inc.
150 East 58th Street
New York, NY 10155
7. The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the General Corporation Law
(including, without limitation, paragraph (7) of subsection (b) of Section 102
thereof), as the same may be amended and supplemented from time to time.
8. The Board of Directors shall have the power to adopt, amend or
repeal By-laws of the Corporation, subject to the right of the stockholders of
the Corporation to adopt, amend or repeal any By-law.
9. The Corporation shall, to the fullest extent permitted by the
General Corporation Law (including, without limitation, Section 145 thereof), as
the same may be amended and supplemented from time to time, indemnify any and
all persons whom it shall have power to indemnify under the General Corporation
Law. The indemnification provided for herein shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled whether
as a matter of law, under any By-law of the Corporation, by agreement, by vote
of stockholders or disinterested directors of the Corporation or otherwise. 10.
The election of directors of the Corporation need not be by written ballot,
unless the By-Jaws of the Corporation otherwise provide.
3
<Page>
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed this 27th day of June, 2000.
By: /s/ Jeannie Sha
-------------------
Jeannie Sha, Esq.
Sole Incorporator
<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 07/27/2000
001380209-- 3251589
COMMEMORATIVE BRANDS HOLDING CORP.
CERTIFICATE OF DESIGNATIONS OF
SERIES A PREFERRED STOCK SETTING FORTH THE POWERS,
PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS
AND RESTRICTIONS OP SUCH PREFERRED STOCK
Pursuant to Section 151 of the Delaware General Corporation Law, the
undersigned DOES HEREBY CERTIFY that the Board of Directors of Commemorative
Brands Holding Corp., a Delaware corporation (the "Company"), duly adopted the
following resolutions on July 26, 2000, with the preferences and rights set
forth therein having been fixed by the Board of Directors pursuant to Article 4
of the Company's Certificate of Incorporation and that such resolutions have not
been modified and are in full force and effect:
RESOLVED that, pursuant to Section 151 of the Delaware General
Corporation Law and Article 4B of the Certificate of Incorporation of the
Company (the "Certificate of Incorporation"), a series of preferred stock of the
Company is hereby created and that shall be designated as "Series A Preferred
Stock." The number of shares constituting the Series A Preferred Stock shall be
1,000,000.
RESOLVED that, the designation and number of shares thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
and restrictions thereof, are as follows:
Section 1. DESIGNATION, NUMBER AND RANKING.
(a) The shares of such series shall be designated as "Series A
Preferred Stock" (the "Series A Preferred Stock"). The number of shares
constituting the Series A Preferred Stock shall be 1,000,000.
(b) The Series A Preferred Stock shall, with respect to
dividend rights rank PARI PASSU, and, with respect to rights on liquidation,
dissolution or winding up, rank senior to the Common Stock, par value $.0l per
share, of the Company ("Common Stock").
Section 2. DIVIDENDS.
(a) Dividends on the Series A Preferred Stock shall be payable
only when, as and if declared by the Board of Directors out of funds of the
Company legally available therefore. Notwithstanding the foregoing, no dividends
shall be payable on the Common Stock of the Company or on any other shares of
capital stock of the Company unless equal dividends shall be payable on the
Series A Preferred Stock.
<Page>
Section 3. VOTING RIGHTS.
In addition to any voting rights required by law, the holders of
shares of Series A Preferred Stock shall have the following voting rights:
(a) Except as otherwise required by applicable law or by the
provisions of paragraph (b) of this Section 3, each share of Series A Preferred
Stock shall entitle the holder thereof to one vote, in person or by proxy, at
any annual or special meeting of stockholders, on all matters presented to
holders of Common Stock generally, voting together as a single class with the
holders of the Common Stock.
(b) Unless the consent or approval of a greater number of
shares shall then be required bylaw, the affirmative vote of the holders of at
least a majority of the outstanding shares of Series A Preferred Stock, voting
separately as a single class, in person or by proxy, at an annual or special
meeting of stockholders called for that purpose (or by written consent), shall
be necessary to (i) amend, alter or repeal any provision of the Certificate of
Incorporation or Bylaws of the Company so as to affect adversely any of the
preferences, rights, powers or privileges of the Series A Preferred Stock or the
holders thereof, and (ii) effect the consolidation or merger of the Company with
or into any other person or the sale or other distribution to another person of
all or substantially all of the assets of the Company, in either case so as to
affect adversely any of the preferences, rights, powers or privileges of the
Series A Preferred Stock or the holders thereof.
Section 4. CERTAIN RESTRICTIONS.
Except as permitted in accordance with Section 2 above, so long as any
share of Series A Preferred Stock shall be issued and outstanding, the Company
shall not declare, pay or set aside for payment, any dividends on, or make any
other distributions with respect to, any shares of Common Stock or other shares
of capital stock of the Company ranking junior to the Series A Preferred Stock
with respect to the payment of dividends or upon liquidation, dissolution or
winding up, other than dividends payable in Common Stock or in another stock
ranking junior to the Series A Preferred Stock as to dividend rights and rights
on liquidation, dissolution and winding up.
Section 5. REDEMPTION.
The Company shall not have the right to redeem any shares of Series A
Preferred Stock.
Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP.
(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of shares of Series A
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Company available for distribution to its stockholders, after and subject
to the payment in full of all amounts required to be distributed to the holders
of any class of stock of the Company ranking senior to the Series A Preferred
Stock upon liquidation, dissolution or winding up (such stock being referred to
herein as "Senior Stock") in respect of such stock, but before
2
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any payment shall be made to the holders of Common Stock or other capital stock
of the Company ranking junior to the Series A Preferred Stock upon liquidation,
dissolution or winding up (such stock being referred to herein as "Junior
Stock"), an amount equal to $100 per share, plus all accrued and unpaid
dividends thereon, if any. If upon any such liquidation, dissolution or winding
up of the Company the remaining assets of the Company available for the
distribution to its stockholders after payment in full of amounts required to be
paid or distributed to holders of Senior Stock shall be insufficient to pay the
holders of shares of Series A Preferred Stock and the holders of shares of
capital stock of the Company ranking on a parity with the Series A Preferred
Stock upon liquidation, dissolution or winding up (such stock being referred to
herein as 'Parity Stock") the full amount to which they shall share ratably in
any distribution of the remaining assets and funds of the Company in proportion
to the respective amounts which would otherwise be payable in respect of the
shares held by them upon such distribution if all amounts payable on or with
respect to said shares were paid in full.
(b) Neither the consolidation or merger of the Company with or
into any other person nor the sale or other distribution to another person of
all or substantially all the assets of the Company, in each case when permitted
by Section 3, shall be deemed to be a liquidation, dissolution or winding up of
the Company for purposes of this Section 6.
3
<Page>
IN WITNESS WHEREOF, COMMEMORATIVE BRANDS HOLDING CORP. has caused this
Certificate of Designations to be duly executed by its President on this 27th
day of July, 2000.
COMMEMORATIVE BRANDS HOLDING
CORP.
By: /s/ David G. Fiore
-------------------------
Name: David G. Fiore
Title: President
<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/29/2001
010155286-- 3251589
COMMEMORATIVE BRANDS HOLDING CORP.
CERTIFICATE OF DESIGNATIONS OF
SERIES B PREFERRED STOCK SETTING FORTH THE POWERS,
PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS
AND RESTRICTIONS OF SUCH PREFERRED STOCK
Pursuant to Section 151 of the General Corporation Law of the Stale of
Delaware, the undersigned DOES HEREBY CERTIFY that the Board of Directors of
Commemorative Brands Holding Corp., a Delaware corporation (the "Company"), duly
adopted the following resolutions on March 28, 2001 to designate a new series of
the Company's authorized preferred stock, par value $0.01 per share, with the
designations, preferences, rights, qualifications, limitations and restrictions
in respect of such series of preferred stock having been fixed by the Board of
Directors pursuant to Article 4 of the Company's Certificate of Incorporation
and that such resolutions have not been modified and are in full force and
effect:
RESOLVED, that pursuant to Section 151 of the General Corporation Law
of the State of Delaware and Article 4B of the Certificate of Incorporation of
the Company (the "Certificate of Incorporation"), a series of preferred stock of
the Company is hereby created and shall be designated as "Series B Preferred
Stock". The number of shares constituting the Series B Preferred Stock shall be
twenty-five thousand (25,000).
RESOLVED, that the designation and number of shares thereof; and the
voting powers, designations, preferences and relative participating, optional
and other special rights of such series, and the qualifications, limitations and
restrictions thereof; are as follows:
Section 1. DESIGNATION, NUMBER AND RANKING.
(a) The shares of such series shall be designated as "Series B
Preferred Stock" (the 'Series B Preferred Stock"). The number of shares
constituting the Series B Preferred Stock shall be 25,000.
(b) The Series B Preferred Stock shall rank senior to the
common stock of the Company (the "Common Stock") with respect to dividend rights
and rights upon liquidation, dissolution and winding up of the Company. The
Series B Preferred Stock shall rank junior to the Series A Preferred Stock of
the Company ("Series A Stock") with respect to dividend rights and rights upon
liquidation, dissolution and winding up of the Company.
<Page>
Section 2. DIVIDENDS AND DISTRIBUTIONS.
(a) Dividends on the Series B Preferred Stock shall be payable
only when, as and if declared by the Board of Directors out of funds of the
Company legally available therefore to the holder of record of the Series B
Preferred Stock appearing on the records of the Company at the close of business
on the record date set for such dividend or distribution by the Board of
Directors of the Company.
Section 3. VOTING RIGHTS.
In addition to any voting tights required by law, the holders of
shares of Series A Preferred Stock shall have the following voting rights:
(a) Except as otherwise required by applicable law or by the
provisions of paragraph (b) of this Section 3, each share of Series B Preferred
Stock shall entitle the holder thereof to one vote, in person or by proxy, at
any annual or special meeting of stockholders, on all matters presented to
holders of Common Stock generally, voting together as a single class with the
holders of the Common Stock.
(b) Unless the consent or approval of a greater number of
shares shall then be required by law, the affirmative vote of the holders of at
least a majority of the outstanding shares of Series B Preferred Stock, voting
separately as a single class, in person or by proxy, at an annual or special
meeting of stockholders called for that purpose (or by written consent), shall
be necessary to (i) amend, alter or repeal any provision of the Certificate of
Incorporation or Bylaws of the Company so as to affect adversely any of the
preferences, rights, powers or privileges of the Series B Preferred Stock or the
holder thereof, and (ii) effect the consolidation or merger of the Company with
or into any other person or the sale or other distribution to another person of
all or substantially all of the assets of the Company, in either case so as to
affect adversely any of the preferences, rights, powers or privileges of the
Series B Preferred Stock or the holders thereof.
Section 4. CERTAIN RESTRICTIONS.
Except as permitted in accordance with Section 2 above, so long as any
share of Series B Preferred Stock shall be issued and outstanding, the Company
shall not declare, pay or set aside for payment, any dividends on, or make any
other distributions with respect to, any shares of Common Stock or other shares
of capital stock of the Company ranking junior to the Series B Preferred Stock
with respect to the payment of dividends or upon liquidation, dissolution or
winding up, other than dividends payable in Common Stock or in another stock
ranking junior to the Series B Preferred Stock as to dividend rights and rights
on liquidation, dissolution and winding up.
Section 5. REDEMPTION.
The Company shall not have the right to redeem any shares of Series B
Preferred Stock.
2
<Page>
Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP.
(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of shares of Series B
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Company available for distribution to its stockholders, after and subject
to the payment in full of all amounts required to be distributed to the holders
of any class of stock of the Company ranking senior to the Series B Preferred
Stock upon liquidation, dissolution or winding up (such stock being referred to
herein as "Senior Stock") in respect of such stock, but before any payment shall
be made to the holders of Common Stock or other capital stock of the Company
ranking junior to the Series B Preferred Stock upon liquidation, dissolution or
winding up (such stock being referred to herein as "Junior Stock"), an amount
equal to $1000 per share, plus all accrued and unpaid dividends thereon, if any.
If upon any such liquidation, dissolution or winding up of the Company the
remaining assets of the Company available for the distribution to its
stockholders after payment in full of amounts required to be paid or distributed
to holders of Senior Stock shall be insufficient to pay the holders of shares of
Series B Preferred Stock and the holders of shares of capital stock of the
Company ranking on a parity with the Series B Preferred Stock upon liquidation,
dissolution or winding up (such stock being referred to herein as "Parity
Stock") the full amount to which they shall share ratably in any distribution of
the remaining assets and funds of the Company in proportion to the respective
amounts which would otherwise be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to said shares
were paid in full.
(b) Neither the consolidation or merger of the Company with or
into any other person nor the sale or other distribution to another person of
all or substantially all the assets of the Company, in each case when permitted
by Section 3, shall be deemed to be a liquidation, dissolution or winding up of
the Company for the purposes of this Section 6.
3
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IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed on this 29th day of March, 2001.
COMMEMORATIVE BRANDS HOLDING CORP.
By: /s/ David Fiore
------------------------------
David Fiore
President and Chief Executive Officer
<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/30/2001
010158176-- 3251589
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CBI/HONORS ACQUISITION CORP
INTO
COMMEMORATIVE BRANDS HOLDING CORP.
(PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE)
Commemorative Brands Holding Corp., a corporation incorporated on the
27th day of June, 2000, pursuant to the provisions of the General Corporation
Law of the State of Delaware (the "Corporation");
DOES HEREBY CERTIFY that the Corporation owns 90% of the capital stock
of CBI/Honors Acquisition Corp., a corporation incorporated on the 14th day of
March, 2001, pursuant to the provisions of the General Corporation Law of the
State of Delaware (the "CBI/Honors"), and that the Corporation, by a resolution
of its Board of Directors duly adopted in a Unanimous Written Consent executed
on the 28th day of March, 2001, determined to merge into itself CBI/Honors,
which resolution is in the following words:
WHEREAS, the Corporation owns 100% of the outstanding stock of
CBI/Honors Acquisition Corp., a corporation organized and existing under the
laws of the State of Delaware;
WHEREAS, the Corporation desires to merge CBI/Honors Acquisition Corp.
into itself, and to be possessed of all the estate, property, rights, privileges
and franchises of CBI/Honors Acquisition Corp.;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge into itself
CBI/Honors Acquisition Corp. and assumes all of CBI/Honors Acquisition Corp.'s
liabilities and obligations;
RESOLVED, that an officer of the Corporation be and is directed to
make and execute a certificate of ownership and merger setting forth a copy of
the resolution to merge CBI/Honors Acquisition Corp. and assume its liabilities
and obligations, and the date of adoption of such resolution, and to file the
same in the office of the Secretary of State of Delaware and within any other
appropriate jurisdiction;
RESOLVED, that the officers of the Corporation be, and they hereby
are, authorized and directed to do all acts and things whatsoever, whether
within or without the State of Delaware, which may be in any way necessary or
proper to effect;
<Page>
RESOLVED that the effective time of the Certificate of Ownership and
Merger setting forth a copy of these resolutions, and the time when the merger
therein provided for shall become effective, shall be 4:30 p.m. (eastern
standard time) on the date such certificate is filed.
Dated: March 30, 2001
COMMEMORATIVE BRANDS HOLDING CORP.
By: /s/ DAVID G. FIORE
---------------------------
Name: David G. Fiore
Title: President
<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 05:00 PM 08/24/2001
010420870-- 3251589
COMMEMORATIVE BRANDS HOLDING CORP.
AMENDED CERTIFICATE OF DESIGNATIONS OF
SERIES A PREFERRED STOCK SETTING FORTH TIE POWERS,
PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS
AND RESTRICTIONS OF SUCH PREFERRED STOCK
Commemorative Brands Holding Corp. (the "Company"), a corporation
organized and existing under and by virtue of the Delaware General Corporation
Law (the "DGCL"), DOES HEREBY CERTIFY as follows:
1. The name of the Company is Commemorative Brands Holding Corp.
2. The date of filing of the original Certificate of Designations of
Series A Preferred stock setting forth the powers, preferences, rights,
qualifications, limitations and restrictions of such Preferred Stock (the
"Series A Certificate of Designations") of the Company is July 27, 2000.
3. Resolutions were duly adopted, pursuant to Section 151 of the
DGCL, setting forth a proposed amendment of the Series A Certificate of
Designations of the Company and declaring said amendment advisable by unanimous
written consent of the Board of Directors of the Company.
4. The Series A Certificate of Designations is hereby amended to
read in its entirety as follows:
Pursuant to Section 151 of the Delaware General Corporation Law, the
undersigned DOES HEREBY CERTIFY that the Board of Directors of Commemorative
Brands Holding Corp., a Delaware corporation (the "Company"), duly adopted the
following resolutions on August 23rd, 2001, with the preferences and rights set
forth therein having been fixed by the Board of Directors pursuant to Article 4B
of the Company's Certificate of Incorporation and that such resolutions have not
been modified and are in full force and effect:
RESOLVED that, pursuant to Section 151 of the Delaware General
Corporation Law and the authority vested in the Board of Directors of the
Company by Article 4B of the Certificate of Incorporation of the Company, the
Series A Certificate of Designations is hereby amended to increase the number of
shares of the Company designated as Series A Preferred Stock by 200,000 shares
(the "Additional Series A Shares") to a total number of 1,200,000 shares; and
such Additional Series A Shares shall have the same powers, preferences, rights,
qualifications, limitations and restrictions as the Series A Preferred Stock so
designated prior to the date hereof as set forth in the Series A Certificate of
Designations;
<Page>
RESOLVED that, the designation and number of shares thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
and restrictions thereof, are as follows:
Section 1. DESIGNATION, NUMBER AND RANKING.
(a) The shares of such series shall be designated as "Series A
Preferred Stock" (the "Series A Preferred Stock"). The number of shares
constituting the Series A Preferred Stock shall be 1,200,000.
(b) The Series A Preferred Stock shall, with respect to
dividend rights rank PARI PASSU, and, with respect to rights on liquidation,
dissolution or winding up, rank senior to the Common Stock, par value $.01 per
share, of the Company ("Common Stock").
Section 2. DIVIDENDS.
Dividends on the Series A Preferred Stock shall be payable only when,
as and if declared by the Board of Directors out of funds of the Company legally
available therefor. Notwithstanding the foregoing, no dividends shall be payable
on the Common Stock of the Company or on any other shares of capital stock of
the Company unless equal dividends shall be payable on the Series A Preferred
Stock.
Section 3. VOTING RIGHTS.
In addition to any voting rights required by law, the holders of
shares of Series A Preferred Stock shall have the following voting tights:
(a) Except as otherwise required by applicable law or by the
provisions of paragraph (b) of this Section 3, each share of Series A Preferred
Stock shall entitle the holder thereof to one vote, in person or by proxy, at
any annual or special meeting of stockholders, on all matters presented to
holders of Common Stock generally, voting together as a single class with the
holders of the Common Stock.
(b) Unless the consent or approval of a greater number of
shares shall then be required by law, the affirmative vote of the holders of at
least a majority of the outstanding shares of Series A Preferred Stock, voting
separately as a single class, in person or by proxy, at an annual or special
meeting of stockholders called for that purpose (or by written consent), shall
be necessary to (i) amend, alter or repeal any provision of the Certificate of
Incorporation or Bylaws of the Company so as to affect adversely any of the
preferences, rights, powers or privileges of the Series A Preferred Stock or the
holders thereof, and (ii) effect the consolidation or merger of the Company with
or into any other person or the sale or other distribution to another person of
all or substantially all of the assets of the Company, in either case so as to
affect adversely any of the preferences, tights, powers or privileges of the
Series A Preferred Stock or the holders thereof.
2
<Page>
Section 4. CERTAIN RESTRICTIONS.
Except as permitted in accordance with Section 2 above, so long as any
share of Series A Preferred Stock shall be issued and outstanding, the Company
shall not declare, pay or set aside for payment, any dividends on, or make any
other distributions with respect to, any shares of Common Stock or other shares
of capital stock of the Company ranking junior to the Series A Preferred Stock
with respect to the payment of dividends or upon liquidation, dissolution or
winding up, other than dividends payable in Common Stock or in another stock
ranking junior to the Series A Preferred Stock as to dividend rights and rights
on liquidation, dissolution and winding up.
Section 5. REDEMPTION.
The Company shall not have the right to redeem any shares of Series A
Preferred Stock.
Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP.
(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of shares of Series A
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Company available for distribution to its stockholders, after and subject
to the payment in full of all amounts required to be distributed to the holders
of any class of stock of the Company ranking senior to the Series A Preferred
Stock upon liquidation, dissolution or winding up (such stock being referred to
herein as "Senior Stock") in respect of such stock, but before any payment shall
be made to the holders of Common Stock or other capital stock of the Company
ranking junior to the Series A Preferred Stock upon liquidation, dissolution or
winding up (such stock being referred to herein as "Junior Stock"), an amount
equal to $100 per share, plus all accrued and unpaid dividends thereon, if any.
If upon any such liquidation, dissolution or winding up of the Company the
remaining assets of the Company available for the distribution to its
stockholders after payment in full of amounts required to be paid or distributed
to holders of Senior Stock shall be insufficient to pay the holders of shares of
Series A Preferred Stock and the holders of shares of capital stock of the
Company ranking on a parity with the Series A Preferred Stock upon liquidation,
dissolution or winding up (such stock being referred to herein as "Parity
Stock") the full amount to which they shall share ratably in any distribution of
the remaining assets and funds of the Company in proportion to the respective
amounts which would otherwise be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to said shares
were paid in full.
(b) Neither the consolidation or merger of the Company with or
into any other person nor the sale or other distribution to another person of
all or substantially all the assets of the Company, in each case when permitted
by Section 3, shall be deemed to be a liquidation, dissolution or winding up of
the Company for purposes of this Section 6.
3
<Page>
IN WITNESS WHEREOF, COMMEMORATIVE BRANDS HOLDING CORP. has caused this
Amended Certificate of Designations to be duly executed by its President on this
24th day of August, 2001.
COMMEMORATIVE BRANDS HOLDING CORP.
By: /s/ DAVID G. FIORE
---------------------------------
Name: David G. Fiore
Title: President
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 05:00 PM 09/06/2001
010442893-- 3251589
CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE
CERTIFICATE OF AMENDED CERTIFICATE OF DESIGNATIONS OF
SERIES A PREFERRED STOCK SETTING FORTH THE POWERS,
PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS
AND RESTRICTIONS OF SUCH PREFERRED STOCK
OF
COMMEMORATIVE BRANDS HOLDING CORP.
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON AUGUST 24, 2001
Commemorative Brands Holding Corp., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY as follows:
1. The name of the corporation is Commemorative Brands Holding Corp.
2. Certificate of Designations of Series A Preferred Stock Setting
Forth the Powers, Preferences, Rights, Qualifications, Limitations and
Restrictions of such Preferred Stock was filed by the Secretary of State of
Delaware on August 24, 2001 (the "Certificate") and the Certificate requires
correction as permitted by subsection (F) of Section 103 of The General
Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said certificate to be corrected is
as follows:
Section 6(a) of the Certificate incorrectly omitted the words "to
which they are entitled, the holders of shares of Series A Preferred Stock" from
the last sentence.
4. Section 6(a) of the Certificate is corrected to read as follows:
"In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company, the holders of shares of Series A Preferred Stock
then outstanding shall be entitled to be paid out of the assets of the Company
available for distribution to its stockholders, after and subject to the payment
in full of all amounts required to be distributed to the holders of any class of
stock of the Company ranking senior to the Series A Preferred Stock upon
liquidation, dissolution or winding up (such stock being referred to herein as
"Senior Stock") in respect of such stock, but before any payment shall be made
to the holders of Common Stock or other capital stock of the Company ranking
junior to the Series A Preferred Stock upon liquidation, dissolution or winding
up (such stock being referred to herein as "Junior Stock"), an amount equal to
$100 per share, plus all accrued and unpaid dividends thereon, if any. If upon
any such liquidation, dissolution or winding up of the Company the remaining
assets of the
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Company available for the distribution to its stockholders after payment in full
of amounts required to be paid or distributed to holders of Senior Stock shall
be insufficient to pay the holders of shares of Series A Preferred Stock and the
holders of shares of capital stock of the Company ranking on a parity with the
Series A Preferred Stock upon liquidation, dissolution or winding up (such stock
being referred to herein as "Parity Stock") the full amount to which they are
entitled, the holders of shares of Series A Preferred Stock shall share ratably
in any distribution of the remaining assets and funds of the Company in
proportion to the respective amounts which would otherwise be payable in respect
of the shares held by them upon such distribution if all amounts payable on or
with respect to said shares were paid in full."
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2
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IN WITNESS WHEREOF, Commemorative Brands Holding Corp. has caused this
Certificate of Correction to be signed by David G. Fiore, its President, this
5th day of September, 2001.
By: /s/ David G. Fiore
-----------------------------
Name: David G. Fiore
Title: President
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CERTIFICATE OF ELIMINATION
OF THE
SERIES B PREFERRED STOCK
OF
COMMEMORATIVE BRANDS HOLDING CORP.
COMMEMORATIVE BRANDS HOLDING CORP. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY THAT:
1. The board of directors of the Corporation, by the unanimous
written consent of its members filed with the minutes of the board, duly adopted
resolutions setting forth the proposed elimination of the Corporation's Series B
Preferred Stock (the "Series B Preferred Stock") as set forth herein:
RESOLVED, that no share of the Corporation's Series B Preferred Stock
are outstanding and none will be issued; and
FURTHER RESOLVED, that a Certificate of Elimination of the Series B
Preferred Stock be filed with the Delaware Secretary of State which shall
have the effect when filed and recorded in Delaware of eliminating from the
Corporation's certificate of incorporation all reference to the
Corporation's Series B Preferred Stock.
2. None of the authorized shares of the Corporation's Series B
Preferred Stock are outstanding and no shares of the Corporation's Series B
Preferred Stock will be issued. 3. In accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, the Corporation's
certificate of incorporation is hereby amended to eliminate all reference to the
Series B Preferred Stock.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Elimination to be signed this 19th day of December, 2001.
By: /s/ David G. Fiore
-----------------------------
Name: David G. Fiore
Title: President