SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILE 03:00 PM 03/28/1996
960091431 - 2607410
CERTIFICATE OF INCORPORATION
OF
KEEPSAKE JEWELRY, INC.
1. The name of the corporation is Keepsake Jewelry, Inc. (the
"Corporation").
2. The address of the Corporation is registered office in the State of
Delaware is 9 East Loockerman Street, 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").
4. The Corporation shall have authority to issue one thousand (1,000)
shares of Common Stock, par value one cent ($.01) per share.
5. 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 be amended and supplemented from time to Lime,
6. 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.
7. 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.
8. The election of directors of the Corporation need not be by written
ballot, unless the By-laws of the Corporation otherwise provide.
9. Janet C. Walden is the sole incorporator and her mailing address is c/o
Schulte Roth & Zabel, 900 Third Avenue, New York, New York 10022.
Date: March 28, 1996
/s/ Janet C. Walden
----------------------------------
Janet C. Walden, Sole Incorporator
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILE 09:00 AM 05/14/1996
960138862 - 2607410
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
KEEPSAKE JEWELRY, INC.
KEEPSAKE JEWELRY, INC. (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 242 of
the General Corporation Law of the State of Delaware, the following amendment to
the Certificate of Incorporation of the Corporation.
Article First of the Certificate of Incorporation of the Corporation
is hereby amended to read in its entirety as follows:
"FIRST. The name of the corporation is CLASS RINGS. INC."
2. The aforesaid amendment was duly adopted by the written consent of the
sole stockholder of the Corporation in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed this 14th day of May, 1996
By: /s/ David B. Pittaway
-----------------------------
Name: David B. Pittaway
Title: President
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILE 09:00 AM 11/18/1996
960335140 - 2607410
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CLASS RINGS, INC.
CLASS RINGS, INC. (the "Corporation"), a corporation organized and
existing under the 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 242 of
the General Corporation Law of the State of Delaware, the following amendment to
the Certificate of Incorporation of the Corporation:
Article First of the Certificate of Incorporation of the Corporation
is hereby amended to read in its entirety as follows:
"FIRST, The name of the corporation is SCHOLASTIC BRANDS,
INC."
2. The aforesaid amendment was duly adopted by the written consent of the
sole stockholder of the Corporation in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificates to be
signed this 18th day of November, 1996.
By: /s/ David B. Pittaway
---------------------
Name: David B. Pittaway
Title: President
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILE 09:00 AM 12/10/1996
960360539 - 2607410
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF SCHOLASTIC BRANDS, INC.
Scholastic Brands, Inc. (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 2442 of
the General Corporation Law of the State of Delaware, the following amendment to
the Certificate of Incorporation of the Corporation.
Article 4 of the Certificate of Incorporation of the corporation is
hereby amended to read in its entirety as follows:
"4A. The Corporation shall have authority to issue Seven Hundred
Fifty Thousand (750,000) shares of Common Stock, par value $.01 per share,
and Seven Hundred Fifty Thousand (750,000) shares of Preferred Stock, par
value $.01 per share.
4B. Shares of Preferred Stock may be issued by the corporation from
time to time in one or more classes or series, with such designations,
powers, privileges, 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 had prior to the adoption of the resolution
originally fixing the number of shares of such series."
2. The aforesaid amendment was duly adopted by the written consent of the
sole stockholder of the Corporation in accordance with Sections 242 and 228 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed this 10th day of December, 1996.
By: /s/ David B. Pittaway
---------------------
Name: David B. Pittaway
Title: President
-2-
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILE 03:00 PM 12/13/1996
960368265 - 2607410
SCHOLASTIC BRANDS, INC.
CERTIFICATE OF DESIGNATIONS OF
SERIES A PREFERRED STOCK SETTING FORTH THE POWERS,
PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS
AND RESTRICTIONS OF SUCH PREFERRED STOCK
Pursuant to Section 151 of the Delaware General Corporation Law, the
undersigned DOES HEREBY CERTIFY that the Board of Directors of Scholastic
Brands, Inc., a Delaware corporation (the "Corporation"), duly adopted the
following resolution on December 10, 1996, with the preferences and rights set
forth therein having been fixed by the Board of Directors pursuant to Article 4
of the Corporation's Certificate of Incorporation, as amended, and that such
resolution has not been modified and is in full force and effect.
RESOLVED that, pursuant to the authority vested in the Board of Directors
of the Corporation in accordance with the provisions of the Certificates of
Incorporation of the Corporation, as amended (the "Certificate of
Incorporation"), a series of preferred stock of the Corporation is hereby
created and 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 100,000.
(b) The Series A Preferred Stock shall, with respect to dividend rights
and rights on liquidation, dissolution or winding up, rank senior to the Series
B Preferred Stock, par value $.01 per share, of the Corporation ("Series B
Preferred Stock") and the Common Stock, par value $.01 per share, of the
Corporation ("Common Stock") and shall, at all times and with respect to
dividend rights and rights on liquidation, dissolution and winding-up, rank
senior to all other classes and series of capital stock of the Corporation,
other than capital stock authorized as provided in Section 3(b), now or
hereafter authorized.
Section 2. Dividends.
(a) The holders of shares of Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out of funds of the
Corporation legally available therefor, cumulative dividends at an annual rate
on the Liquidation Preference (as defined in Section 6 below) thereof equal to
13%, calculated on the basis of a 360-day year consisting of twelve 30-day
months, accruing and payable in equal quarterly payments, in cash in
immediately available funds on the last Business Day (as defined in paragraph
(e) below) of January, April, July and October in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing
January 31, 1997.
(b) Dividends payable pursuant to Section 2(a) shall begin to accrue and
be cumulative from the date on which the shares of Series A Preferred Stock are
issued, and shall accrue on a daily basis, in each case whether or not declared
and whether or not in any fiscal year there shall be surplus, not profits or the
assets of the Company legally available for the payment of dividends. All
dividends declared upon Series A Preferred Stock shall be paid pro rata to the
holders entitled thereto. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of the dividends payable pursuant to Section 2(a), which record
date shall be no more than 60 days or less than 10 days prior to the date fixed
for the payment thereof. Accumulated but unpaid dividends for any past quarterly
dividend periods may be declared and paid at any time, without reference to any
regular Quarterly Dividend Payment Date, to holders of record on such date, not
more than 60 days nor less than 10 days preceding the payment date thereof, as
may be fixed by the Board of Directors.
(c) No dividends shall be paid upon, or declared and set apart for payment
on, any shares of Series A Preferred Stock, unless and until all the cumulative
dividends required to be paid to the holders of the shares of Series A Preferred
Stock for all prior dividend periods shall have been declared and paid in full.
(d) The holders of shares of Series A Preferred Stock shall not be
entitled to receive any dividends except as provided herein.
(e) For the purposes of this Certificate of Designations, "Business Day"
shall mean any day other than a Saturday, Sunday or other day on which
commercial banks in the City of New York are authorized or required by law or
executive order to close.
Section 3. Voting Rights.
In addition to any voting rights required by law, 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 a special or annual 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 Corporation 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 Corporation with or into any other person or the
sale or other distributions to another person of all or substantially all of the
assets of the Corporation, 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.
2
Section 4. Certain Restrictions
So long as any share of Series A Preferred Stock shall be issued and
outstanding, the Corporation shall not declare, pay or set aside for payment,
any dividends on, or make any other distributions with respect to, or redeem or
otherwise repurchase, any shares of Common Stock or other shares of capital
stock of the Corporation ranking, as to dividend rights or rights on
liquidation, dissolution or winding up, junior to the Series A Preferred Stock,
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.
(a) The Corporation, at its option, may redeem all or any portion of the
outstanding shares of Series A Preferred Stock at the liquidation preference of
$100 per share plus an amount equal to any dividends thereon cumulated or
accrued but unpaid, whether or not declared, if any, to the date fixed for
redemption (such amount being referred to herein as the "Redemption Price"), at
any time or from time to time (any such date of redemption being referred to
herein as a "Redemption Date").
(b) In the event of any redemption of only a part of the then outstanding
Series A Preferred Stock, the Corporation shall effect such redemption pro rata
among the holders thereof (based on the number of shares of Series A Preferred
Stock held on the date of notice of redemption).
(c) At least thirty (30) days prior to any proposed Redemption Date,
written notice shall be mailed, postage prepaid, to each holder of record of
Series A Preferred Stock to be redeemed, at his or its post office address last
shown on the records of the Corporation, notifying such holder of the number of
shares so to be redeemed, specifying the Redemption Date and calling upon such
holder to surrender to the Corporation, in the manner and at the place
designated, his or its certificate or certificates representing the shares to be
redeemed (such notice being referred to herein as the "Redemption Notice"). On
or prior to each Redemption Date, each holder of record of Series A Preferred
Stock to be redeemed shall surrender his or its certificate or certificates
representing such shares to the Corporation, in the manner and at the place
designated in the Redemption Notice, and thereupon the Redemption Price of such
shares shall be payable to the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled. In the event less than all the shares represented
by any such certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares. From and after the Redemption Date, unless
there shall have been a default in payment of the Redemption Price, all rights
of the holders of the Series A Preferred Stock designated for redemption in the
Redemption Notice as holders of Series A Preferred Stock of the Corporation
(except the right to receive the Redemption Price upon surrender of their
certificate or certificates) shall cease with respect to such shares, and such
shares shall not thereafter be transferred on the books of the Corporation or be
deemed outstanding for any purpose whatsoever.
3
(d) Except as provided in paragraph (a) above, the Corporation shall have
no right to redeem the shares of Series A Preferred Stock. Any shares of Series
A Preferred Stock so redeemed shall be permanently retired, shall no longer be
deemed outstanding and shall not under any circumstances be reissued, and the
Corporation may from time to time take such appropriate corporate action as may
be necessary to reduce the amount of authorized Series A Preferred Stock
accordingly. Nothing herein contained shall prevent or restrict the purchase by
the Corporation, from time to time either at public or private sale, of the
whole or any part of the Series A Preferred Stock at such price or prices as the
Corporation and the selling holders of the Series A Preferred Stock may mutually
determine, subject to the provisions of applicable law.
Section 6. Liquidation, Dissolution or Winding Up.
(a) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the holders of shares of Series A Preferred
Stock then outstanding shall be entitled to be paid out of the assets of the
Corporation available for distribution to its stockholders before any payment
shall be made to the holders of the Series B Preferred Stock, the Common Stock
or any other capital stock of the Corporation 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 (the
"Liquidation Preference"), plus any dividends thereon cumulated or accrued but
unpaid, whether or not declared, if any. If upon any such liquidation,
dissolution or winding up of the Corporation the remaining assets of the
Corporation available for the distribution to its stockholders shall be
insufficient to pay the holders of shares of Series A Preferred Stock and the
holders of shares of capital stock of the Corporation 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 be entitled, the holders of shares of Series A Preferred Stock and shares
of Parity Stock shall share ratably in any distribution of the remaining assets
and funds of the Corporation 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 Corporation with or into
any other person nor the sale or other distribution to another person of all or
substantially all the
4
assets of the Corporation, in each case when permitted by Section 3(b), shall be
deemed to be a liquidation, dissolution or winding up of the Corporation for
purposes of this Section 6.
IN WITNESS WHEREOF, Scholastic Brands, Inc. has caused this Certificate of
Designations to be duly executed by its President on this 12th day of December,
1996.
SCHOLASTIC BRANDS, INC.
By: /s/ David B. Pittaway
--------------------------------
Name: David B. Pittaway
Title: President
5
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:01 PM 12/13/1996
960368271 - 2607410
SCHOLASTIC BRANDS, INC.
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 Delaware General Corporation Law, the
undersigned DOES HEREBY CERTIFY that the Board of Directors of Scholastic
Brands, Inc., a Delaware corporation (the "Corporation"), duly adopted the
following resolution on December 10, 1996, with the preferences and rights set
forth therein having been fixed by the Board of Directors pursuant to Article 4
of the Corporation's Certificate of Incorporation, as amended, and that such
resolution has not been modified and is in full force and effect:
RESOLVED that, pursuant to the authority vested in the Board of Directors
of the Corporation in accordance with the provisions of the Certificate of
Incorporation of the Corporation, as amended (the "Certificate of
Incorporation"), a series of preferred stock of the Corporation is hereby
created and 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 B Preferred
Stock" (the "Series B Preferred Stock"). The number of shares constituting the
Series B Preferred Stock shall be 375,000.
(b) The Series B Preferred Stock shall, with respect to dividend rights
and rights on liquidation, dissolution or winding up, rank junior to the Series
A Preferred Stock, par value $.01 per share, of the Corporation ("Series A
Preferred Stock") and shall rank senior to the Common Stock, par value $.01 per
share, of the Corporation ("Common Stock").
Section 2. Dividends.
No dividends shall accrue on the Series B Preferred Stock. 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 Corporation legally available
therefor.
Section 3. Voting Rights.
In addition to any voting rights required by law, the holders of shares of
Series B 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 Corporation so as to affect adversely any of the
preferences, rights, powers or privileges of the Series B Preferred Stock or the
holders thereof, and (ii) effect the consolidation or merger of the Corporation
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 Corporation, 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.
So long as any share of Series B Preferred Stock shall be issued and
outstanding, the Corporation 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 Corporation 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 or winding up.
Section 5. Redemption.
The Corporation shall not have the right to redeem any shares of Series B
Preferred Stock.
Section 6. Liquidation, Dissolution or Winding Up.
(a) In the event any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the holders of shares of Series B Preferred Stock
then outstanding shall be entitled to be paid out of the assets of the
Corporation available for distribution to its stockholders, after and subject to
the payment in fully of all amounts required to be distributed to the holders of
the Series B Preferred Stock and any other class of stock of the Corporation
ranking senior to the Series B Preferred Stock upon liquidation, dissolution or
winding-up (such stock being referred to herein in "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 Corporation ranking junior to the Series B
Preferred Stock upon liquidation, dissolution or winding up (such stock
2
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 Corporation the remaining assets
of the Corporation 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 Series B Preferred
Stock and the holders of shares of capital stock of the Corporation 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 be entitled, the holders of shares of Series B
Preferred Stock and shares of Parity Stock shall share ratably in any
distribution of the remaining assets and funds of the Corporation 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 Corporation with or into
any other person nor the sale or other distribution to another person of all or
substantially all the assets of the Corporation, in each case when permitted by
Section 3(b), shall be deemed to be a liquidation, dissolution or winding up of
the Corporation for purposes of this Section 6.
IN WITNESS WHEREOF, Scholastic Brands, Inc. has caused this Certificate of
Designations to be duly executed by its President on this 12th day of December,
1996.
SCHOLASTIC BRANDS, INC.
By: /s/ David B. Pittaway
--------------------------------
Name: David B. Pittaway
Title: President
3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SCHOLASTIC BRANDS, INC.
SCHOLASTIC BRANDS, INC. (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 242 of
the General Corporation Law of the State of Delaware, the following amendment to
the Certificate of Incorporation of the Corporation:
Article First of the Certificate of Incorporation of the Corporation
is hereby amended to read in its entirety as follows:
"FIRST. The name of the corporation is COMMEMORATIVE BRANDS, INC."
2. The aforesaid amendment was duly adopted by the written consent of the
sole stockholder of the Corporation in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:30 PM 12/16/1996
960369240 - 2607410
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed this 16th day of December, 1996.
By: /s/ David B. Pittaway
--------------------------------
Name: David B. Pittaway
Title: President