CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
SIRCO INTERNATIONAL CORP.
Under Section 805 of the Business Corporation Law
--------------------
FIRST: The name of the corporation is Sirco International Corp. The
name under which the corporation was formed is Sirco Products Co. Inc.
SECOND: The certificate of incorporation of the corporation was filed
by the Department of State on
July 22, 1964.
THIRD: The amendment to the certificate of incorporation effected by
this certificate of amendment is as follows:
To increase the number of authorized shares of the
corporation's Common Stock, par value $.10 per share, from
10,000,000 shares to 20,000,000 shares.
FOURTH: To accomplish the foregoing amendment, Article FOURTH of the
certificate of incorporation is hereby amended and restated as follows:
Fourth: A. Authorized Shares. The total number of shares of
all classes of stock which the corporation shall have the
authority to issue is Twenty-One Million (21,000,000), of
which Twenty Million (20,000,000) shall be common stock, par
value $.10 per share, and One Million (1,000,000) shall be
preferred stock, par value $.10 per share.
B. Common Stock. Each holder of shares of common
stock shall be entitled to one vote for each share of common
stock held by such holder. There shall be no cumulative voting
rights in the election of directors. Subject to any
preferential rights of preferred stock, the holders of shares
of common stock shall be entitled to receive, when and if
declared by the Board of Directors, out of the assets of the
corporation which are by law available therefor, dividends
payable either in cash, in property, or in shares of common
stock.
C. Preferred Stock. The preferred stock may be
issued from time to time in one or more series. The Board of
Directors is hereby expressly vested with the authority to fix
by resolution or resolutions the designations and the powers,
preferences and relative, participating, optional or other
special rights, and qualifications, limitations or
restrictions thereof, including, without limitation, the
voting powers, if any, the dividend rate, the conversion
rights, the redemption price, or the liquidation preference,
of any series of preferred stock, 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 such series shall be so decreased,
the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution or
resolutions originally fixing the number of shares of such
series. The number or authorized shares of any class or
classes of stock may be increased or decreased (but not below
the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of
the corporation entitled to vote.
FIFTH: The manner in which the foregoing amendment of the certificate
of incorporation was authorized is as follows:
The Board of Directors duly authorized the foregoing
amendment at a Board of Directors meeting held on April 28,
1998. The shareholders of the corporation subsequently
authorized the amendment at an Annual Meeting of Shareholders
held on June 11, 1998.
IN WITNESS WHEREOF, we have subscribed this document on June 17, 1998
and do hereby affirm under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
/s/Joel Dupre
-------------
Joel Dupre
Chairman of the Board and Chief
Executive Officer
/s/Eric M. Hellige
------------------
Eric M. Hellige
Secretary