RESTATED CERTIFICATE OF INCORPORATION
OF
CSS INDUSTRIES, INC.[*]
CSS INDUSTRIES, INC., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is CSS Industries, Inc. and the name
under which the corporation was originally incorporated is City Stores Company.
The date of filing of its original Certificate of Incorporation with the
Secretary of State was November 5, 1923.
2. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation as heretofore amended or supplemented and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or changes
to read as herein set forth in full:
FIRST: The name of the Corporation is CSS INDUSTRIES, INC.
SECOND: The location of its registered office in the State of Delaware
is and shall be 1209 Orange Street, Wilmington, Delaware and its registered
agent in charge thereof shall be The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
THIRD: The nature of the business of the Corporation and the objects
and purposes proposed to be transacted, promoted and carried on by it, which
shall also be construed as powers, are as follows:
(1) To acquire by purchase, lease, exchange or otherwise, to
construct, establish, own, operate, control and manage, and to sell,
lease or otherwise dispose of and to deal in and with department stores
and other stores and shops of every kind, character and description and
wheresoever situate;
(2) To manufacture, produce, purchase or otherwise acquire, to
sell, lease or otherwise dispose of, and to deal in and with and
otherwise use or turn to account all kinds of drygoods, fabrics,
materials, jewelry and ornaments, clothing and other wearing apparel,
footwear, millinery, furs, and other articles of personal utility or
adornment, leather goods, furniture and fixtures, rugs, carpets,
draperies, silverware, glassware, china, crockery, and all other
articles, fittings or utensils of household or business utility or
adornment, meats, groceries and other foods, provisions and beverages
of every sort, tobacco, confectionery, perfumes, flowers, fruits,
drugs, chemicals and toilet articles, goods for sport or recreation,
and, generally, any and all other articles and things of every kind,
character and description customarily dealt in by department stores or
other stores or shops, or which may appear to the Board of Directors
capable of being conveniently or profitably utilized in any manner;
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[* Reflects the Restated Certificate of Incorporation of CSS Industries,
Inc. filed on December 5, 1990, as amended on September 27, 1991, May
8, 1992, February 2, 1993 and August 4, 2004.]
(3) To conduct and carry on, without limitation as to kind or
character, the business of manufacturers, merchants, distributors,
engineers, contractors, builders, decorators, upholsterers, repairers,
auctioneers, brokers, exporters, importers, warehousemen, wholesalers,
retailers, operators, managers, supervisors, buying and selling agents
and representatives, carriers, forwarding, shipping and receiving
agents, hotel and restaurant keepers, purveyors, advertisers,
publishers, dealers in and with goods, wares, merchandise and any other
materials and products, planters, packers, stockraisers and breeders;
to acquire, hold, utilize and dispose of any property, real, personal
or mixed, in connection with any of the foregoing;
(4) To provide, maintain and operate restaurants, lunchrooms,
reading, writing, rest and dressing rooms, libraries, places of
amusement, sport, recreation, entertainment and instructions, ticket
offices, travel bureaus, telephone, telegraph, wireless and radio
service, and other conveniences for the use of customers and others; to
grant to other persons, firms, associations or corporations the right
or privilege to carry on any kind of business on the premises of the
Corporation upon such terms as the Board of Directors shall deem
expedient or proper:
(5) To purchase or otherwise acquire, to hold, improve,
develop, manage and operate, and to sell, lease or otherwise dispose of
real estate, buildings and any interest therein, to mortgage and
otherwise encumber the same, to erect, manage, care for and maintain,
extend, alter, tear down and otherwise deal with any buildings or
structures in connection with such real estate;
(6) To apply for, obtain, register, purchase, lease or
otherwise acquire, to hold, use, own, operate and introduce, and to
sell, assign, lease or otherwise dispose of any and all trademarks,
tradenames, patents, inventions, licenses, improvements and processes
used or useful in connection with or secured under letters patent of
the United States or elsewhere, or otherwise, and any and all
franchises, grants, concessions, easements and other rights; and to
hold, use, exercise, develop, sell, grant licenses in respect of, or
otherwise dispose of or turn to account any such trademarks, trade
names, patents, inventions, licenses, improvements, processes,
franchises, grants, concessions, easements and the like, or any such
property or rights;
(7) To purchase, subscribe for or otherwise acquire and to
possess, own, hold for investment or otherwise, stock, securities,
debentures, notes, bonds or other obligations or evidences of
indebtedness of any person, firm, association or corporation, for
whatever purpose and wherever organized or in whatever business
engaged, or of any government, country, state, municipality, or of any
political subdivision, department, body or branch thereof; to sell,
reissue with or without guaranty, deal in, guarantee, mortgage, pledge,
exchange, liquidate, dispose of and otherwise use or turn to account
all or any of such stocks, securities, debentures, notes, bonds or
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other obligations or evidences of indebtedness; as the consideration or
in furtherance of any of the foregoing, in whole or in part thereof, to
pay or receive cash, or to issue, exchange, give or receive shares of
the capital stock, securities, debentures, notes, bonds or other
obligations or evidences of indebtedness or other property of any sort
of this Corporation or of any person, firm, association or corporation,
and to give, undertake, assume or pay any commitment, guarantee, debt,
obligation or liability in connection therewith; and while owner and
holder thereof, to exercise all the rights, powers and privileges of
such ownership, to the same extent as a natural person might or could
do, including the right to receive dividends, interest and other
distributions, whether in cash, stock, securities or other property, to
vote thereon and to give or withhold approvals and consents therefor,
for any and all purposes; to distribute any such stocks, securities,
debentures, notes, bonds or other obligations or evidences of
indebtedness or other property among the stockholders of this
Corporation in kind from time to time, if such action may appear
advisable to the Board of Directors, and, likewise, upon any
distribution of assets, division of profits, dissolution, liquidation
or winding up of this Corporation, to distribute any such stock,
securities, debentures, notes, bonds or other obligations or evidences
of indebtedness among the stockholders of this Corporation in kind if
deemed advisable by the Board of Directors; to organize or promote or
facilitate the organization of subsidiary companies, incorporated and
unincorporated, domestic and foreign;
(8) To purchase, lease or otherwise acquire and take over, as
a going concern or otherwise, and to conduct, carry on, manage, hold,
sell, mortgage, pledge or otherwise dispose of all or any part of the
property, assets or business of any person, firm, association or
corporation, possessed of property or assets, real, personal or mixed,
which can be used for any of the purposes of this Corporation, or for
carrying on any business which this Corporation is authorized to carry
on, and any stocks, securities, debentures, notes, bonds or other
obligations or evidences of indebtedness of any such corporation, and
as the consideration or in furtherance of any of the foregoing, in
whole or in part thereof, to pay or receive cash, or to issue,
exchange, give or receive shares of the capital stock, securities,
debentures, notes, bonds or other obligations or evidences of
indebtedness or other property of any sort of this Corporation or of
any person, firm, association or corporation; and to give, undertake,
assume, pay or exact or require any commitment, guarantee, debt,
obligation or liability whatsoever in connection with any such
transaction;
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(9) To purchase or otherwise acquire, as an entirety, the
properties, assets, franchises, business and good-will of any person,
firm, association or corporation, including any and all stocks and
securities held by any such person, firm, association or corporation;
to assume the debts, liabilities and obligations of any such person,
firm, association or corporation in connection therewith; to issue or
deliver, in whole or in part in payment, consideration or exchange
therefor, cash, stocks, securities, debentures, notes, bonds or other
obligations or evidences of indebtedness or other property of any sort
of this Corporation or of any person, firm, association or corporation;
to make, give or receive any contracts, agreements, commitments,
guarantees or assurances whatsoever in connection therewith;
(10) To enter into any agreement or arrangement for
supervision, management, sharing profits, union of interest or
co-operation with any person, firm, association or corporation, formed
or to be formed, carrying on or about to carry on any business which
this Corporation is authorized to carry on, or any business or
transaction which the Board of Directors may deem necessary,
convenient, desirable or incidental to the carrying out of the purposes
of this Corporation, and to aid or assist in any lawful manner
whatsoever, any such person, firm, association or corporation;
(11) To lend its funds, assets or property, or any part
thereof, and to make advances, to any firm, association or corporation
in which this Corporation is in any manner interested or with which it
has business relations, or to any person, upon the security of its,
their, his or her undertaking, property, estate, assets or effects or
any part thereof or otherwise, and upon such terms as the Board of
Directors shall determine; to aid by loan, guaranty, or in any other
manner whatsoever, any person, firm, association or corporation, whose
property, assets, business, stocks, securities, debentures, notes,
bonds or other obligations or evidences of indebtedness are in any
manner, either directly or indirectly, held or guaranteed by this
Corporation, or in which this Corporation is interested or with which
this Corporation has business relations; to do any and all acts or
things toward the preservation, protection, improvement or enhancement
in value of any such property, assets, business, stocks, securities,
debentures, notes, bonds or other obligations or evidences of
indebtedness; to guarantee or assume the payment of dividends,
interest, principal and any sinking funds or other charges or
agreements for redemption or retirement, or otherwise, of any such
stocks, securities, debentures, notes, bonds and other obligations and
evidences of indebtedness, and the performance of any agreement or
contract of any person, firm, association or corporation, whenever
deemed by the Board of Directors necessary, convenient or proper for
the business of this Corporation, and to do all and any acts or things
designed to accomplish any such purpose;
(12) To borrow money, and to make, accept, endorse, execute,
issue, pledge or otherwise dispose of checks, drafts, and other orders
for the payment of money, debentures, notes, bonds or other obligations
or evidences of indebtedness of any and every kind, whether secured by
mortgage, lien, pledge or otherwise, and without limit as to amount,
but only to carry out the purposes of this Corporation; and also to
secure the same by mortgage, pledge, lien, charge or otherwise on all
or any part of the present or after acquired property, assets,
business, rights and franchises of this Corporation, or of any person,
firm, association or corporation; to hypothecate, pledge, exchange,
sell or otherwise deal with any stocks, securities, debentures, notes,
bonds or other obligations or evidences of indebtedness issued or held
by it for any purpose upon such terms and conditions, at such times and
at such prices as the Board of Directors shall determine;
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(13) To undertake or aid any enterprise and to carry out any
transactions or negotiations whatsoever which may be lawfully
undertaken and carried out by capitalists; to conduct a general
financial business and general financial operations of all kinds in so
far as the same are not prohibited by the laws of the State of Delaware
against the exercise of banking powers by other than banking
corporations;
(14) To remunerate any person, firm, association or
corporation for services rendered, or to be rendered, in placing or
assisting to place, or underwriting, or guaranteeing the placing of any
of the shares of capital stock of the Corporation, or any securities,
debentures, notes, bonds or other obligations or evidences of
indebtedness of the Corporation, or in or about the formation or
promotion of the Corporation or the conduct of its business and to
issue and/or deliver shares of the capital stock, securities,
debentures, notes, bonds or other obligations or evidences of
indebtedness or other property in payment therefor or in connection
therewith; to repay to any person, firm, association or corporation or
to assume the payment of any monies advanced or paid or obligations or
liabilities incurred in connection with such formation or promotion of
the Corporation or the conduct of its business, or for the purpose of
the acquisition of any property or assets, real, personal or mixed, for
or on behalf of or for the benefit of the Corporation, whether such
monies were advanced or paid, or such obligations or liabilities were
incurred or property or assets acquired before or after the
organization of the Corporation, and whether or not such property or
assets were acquired by the Corporation, and also to accept, take over,
purchase or otherwise acquire in the name of the Corporation any such
property or assets;
(15) To purchase or otherwise acquire the shares of stock of
this Corporation, of any class, or any portion thereof, and any
security, debenture, note, bond or other obligation or evidence of
indebtedness whatsoever of this Corporation, and to hold, sell,
mortgage, pledge, exchange, reissue or otherwise deal with the same, at
such times, for such consideration and upon such terms as the Board of
Directors may determine; and any such purchase or acquisition shall in
no event whatsoever be deemed or construed to be a distribution of
property or assets or a return of capital or a reduction or decrease of
capital stock (as such terms are used in any statute of the State of
Delaware), nor to be a retirement or redemption of the indebtedness of
this Corporation, unless otherwise specifically provided by the Board
of Directors in authorizing such purchase or acquisition;
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(16) To manage, operate, maintain, repair, improve, develop,
exploit, lease, mortgage, pledge, exchange, hypothecate, encumber, deal
in and with, sell and otherwise use, turn to account or dispose of all
or any of the property or assets, real, personal or mixed, including
any and all shares of stock, securities, debentures, notes, bonds or
other obligations or evidences of indebtedness at any time owned,
issued or controlled by this Corporation, and to accept in payment,
exchange or consideration therefor, cash and/or stocks and/or
securities and/or other property of any sort;
(17) To merge, consolidate, create a union of interest or
otherwise, in such manner as may at any time be permitted by law;
(18) To do any and all things herein set forth and such other
things as are incidental, desirable, necessary, essential or conducive
to the attainment of the above objects, purposes or powers or any part
or parts thereof, and to the same extent and in the same manner as
natural persons might or could do, as principal, agent, contractor or
otherwise; and to carry out all or any of the foregoing objects,
purposes or powers as principal, agent, contractor or otherwise; and by
and through trustees, agents subcontractors or otherwise, and alone or
jointly or in partnership or conjunction with any person, firm,
association or corporation, to do all and everything necessary,
convenient, desirable or incidental for the accomplishment of any of
the purposes or the attainment of any one or more of the objects herein
enumerated or that may be incidental to the powers herein named or
which shall at any time be necessary, convenient, desirable or
incidental for the protection of this Corporation, in so far as the
same are not inconsistent with law. Any person, firm, association or
corporation at any time hereinbefore or hereafter referred to (other
than this Corporation) may be a citizen of or may be organized under or
created or doing business by virtue of the laws of the United States or
of any state thereof, the District of Columbia, the territories,
colonies, dependencies or other possessions of the United States, or of
any foreign country or other jurisdiction whatsoever;
Generally, to carry on and undertake any other business or
operation which may, from time to time, seem to the Board of Directors
of this Corporation capable of being conveniently carried on in
connection with the foregoing objects, purposes and powers, or
calculated directly or indirectly to render valuable or enhance the
value of any of the Corporation's privileges, rights or property and
which is or may at any time be lawful under the laws of the State of
Delaware for a corporation of this character organized thereunder.
The Corporation shall have full power and authority to conduct
its business in all or any of its branches, and to have one or more
offices, and unlimitedly and without restriction to hold, purchase,
lease, mortgage and convey property, real, personal and mixed, in such
place and places, both within and without the State of Delaware, in
other states, the District of Columbia, the territories, colonies,
dependencies and other possessions of the United States and in all
foreign countries and other jurisdictions whatsoever.
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The objects, purposes and powers specified herein shall be regarded as
independent objects, purposes and powers and in furtherance and not in
limitation of the general powers now or at any time hereafter conferred by the
laws of the State of Delaware.
Nothing herein contained shall be construed as authorizing the business
of banking, nor as authorizing or intending to authorize, the performance at any
time of any act or acts then unlawful.
FOURTH: (1) The total number of shares which the Corporation shall be
authorized to issue is 26,029,036. Of such shares, 1,029,036 shall be Preferred
Stock and 25,000,000 shall be Common Stock and shall have a par value of $.10
per share.
(2) Preferred Stock. The 1,029,036 shares of Preferred Stock
shall be of two classes, designated as "Class 1 Preferred Stock" and "Class 2
Preferred Stock," respectively. 29,036 shares of Preferred Stock shall be
designated as "Class 1 Preferred Stock" and shall have a par value of $100.00
per share; and 1,000,000 shares of Preferred Stock shall be designated as "Class
2 Preferred Stock" and shall have a par value of $.01 per share. Each share of
Preferred Stock shall have such voting powers and shall be issued in such series
and with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions providing for
the issuance of such stock adopted by the Board of Directors pursuant to the
authority expressly vested in it by this provision.
(3) Common Stock. The 25,000,000 shares of Common Stock shall
have a par value of $.10 per share, shall be entitled to one vote for each
share, and shall be subject to the preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions of the Preferred Stock as shall be stated and expressed by the
resolution or resolutions providing for the issuance of such Preferred Stock, as
may be adopted by the Board of Directors in accordance with subparagraph (2)
hereof.
(4) The minimum amount of capital with which the Corporation
will commence business is $1,000.00
FIFTH: The Corporation shall have perpetual existence.
SIXTH: The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
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SEVENTH: The number of Directors which shall constitute the Board of
Directors shall be such as from time to time shall be fixed by, or in the manner
provided in, the By-laws, but in no case shall the number be less than three.
The term of office of said Directors may be fixed by said By-laws, and in case
of any increase in the number of Directors, the additional Directors shall be
chosen in the manner provided in said By-laws, provided that the provisions of
said By-laws relating to the term of office of the Directors and relating to the
election of additional Directors as aforesaid, are consistent with the Laws of
Delaware.
EIGHTH: In furtherance and not in limitation of the power and authority
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized:
(a) To make, alter, amend and repeal the By-laws of the
Corporation, subject to the power of the stockholders to alter, amend
or repeal the By-laws made by the Board of Directors;
(b) If the By-laws so provide, to designate by resolution two
or more of its number to constitute an Executive Committee, which
committee shall for the time being, as provided in said resolution or
in the By-laws, have and exercise any and all of the powers of the
Board of Directors in the management of the business and affairs of the
Corporation and shall have power to authorize the corporate seal to be
affixed to all papers which may require it;
(c) To determine from time to time whether any, and if any,
what part, of the assets or funds of the Corporation legally available
for the payment of dividends shall be declared in dividends and paid to
the stockholders or to any class thereof; to determine for what period
or periods such dividends shall apply and to make such applications
thereof as it deems best; to direct and determine the use and
disposition of any such assets or funds;
(d) To fix from time to time, and to vary, the amount of the
profits to be reserved as working capital, additions to capital, or for
any other lawful purpose and to increase, decrease, or make any lawful
disposition of any fund so reserved; to purchase, acquire, hold,
cancel, reissue, sell, exchange or transfer shares of the capital stock
and/or the securities, debentures, notes, bonds or other obligations or
evidences of indebtedness of this Corporation, provided that the
Corporation shall not use its funds or property for the purchase of
shares of its own capital stock when such use would cause any
impairment of its capital, and, further, that shares of its own capital
stock belonging to it shall not be voted upon directly or indirectly;
(e) To determine from time to time whether and to what extent
and at which time and places and under what conditions and regulations
the accounts, books and records of the Corporation, or any of them,
shall be open to the inspection of the stockholders; and no stockholder
shall have any right to inspect any account, book, record or document
of the Corporation, except as conferred by the laws of the State of
Delaware, unless and until authorized so to do by resolution of the
Board of Directors or of the stockholders;
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(f) To sell, lease, exchange or otherwise dispose of any
portion, less than substantially the whole, of the property or assets
of the Corporation, upon such terms as it may deem expedient or
advisable, and to accept and receive for the Corporation, in
consideration therefor, cash and/or stock and/or securities and/or
other property;
(g) To sell, exchange or otherwise dispose of the unissued
shares of stock of any class of the Corporation, now or hereafter
authorized; to make and issue securities, debentures, notes, bonds and
other obligations or evidences of indebtedness of the Corporation; to
sell, exchange, pledge, hypothecate or otherwise dispose of any such
stocks, securities, debentures, notes, bonds or other obligations or
evidences of indebtedness upon such terms and to such persons, firms,
associations or corporations, or any of them, as the Board may select;
to secure any such securities, debentures, notes, bonds and other
obligations or evidences of indebtedness by mortgage, deed of trust or
other lien upon the properties and assets of the Corporation now
possessed or hereafter acquired, or upon any part thereof, or in such
other manner as said Board may deem expedient or advisable, and to
execute or direct the execution of mortgages, deeds of trust and other
instruments in connection therewith; all of the foregoing in the
exercise of its discretion and without action or vote being required of
the stockholders; to authorize all or any of the officers of the
Corporation to do any act or take any step deemed necessary or
advisable to effectuate any of the foregoing;
(h) To remunerate the officers and employees of the
Corporation, or any of them, or the officers and employees of any
subsidiary corporation, or any of them, either wholly or partly for
their services by the issuance of shares of the capital stock of the
Corporation; to provide a plan or plans for such remuneration
applicable to such officers and employees, or to any of them, or to any
class thereof, and to effectuate the same; to issue shares of the
capital stock of the Corporation in connection therewith.
NINTH: In addition to the power and authority hereinbefore or
hereafter, or by the By-laws, or by statute, expressly conferred upon it, the
Board of Directors may exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation, subject, nevertheless, to the
express provisions of the laws of the State of Delaware, of this Certificate of
Incorporation and of the By-laws of the Corporation.
TENTH: If the By-laws so provide, the stockholders and Board of
Directors shall have power to hold their meetings, to have an office or offices
and to keep the books of the Corporation, subject to the provisions of the laws
of the State of Delaware, outside of said state at such place or places as may
from time to time be designated by them, whether within or without the United
States of America.
ELEVENTH: The Corporation may at any meeting of its Board of Directors,
sell, lease or exchange, or authorize the sale, lease or exchange of its
properties and assets as an entirety, including its business, good will and its
corporate franchises, to any person, firm, association or corporation
whatsoever, upon such terms and conditions as the Board may deem expedient and
for the best interests of the Corporation, and may accept in consideration
therefor cash and/or stock, and/or securities, and/or other property; provided
that any such sale, lease or exchange shall be authorized at a meeting of
stockholders duly called for that purpose, by the affirmative vote of the
holders of not less than fifty-one per cent (51%) of the stock issued and
outstanding having voting power at the time of such meeting, in person or by
proxy, or shall be authorized by the written consent of not less than fifty-one
per cent (51%) of the holders of such stock issued and outstanding, and having
voting rights given in person or by proxy.
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TWELFTH: No holder of stock of this Corporation, nor any class of
stockholders, shall at any time have any preferential right of subscription to
any shares of any class of stock of the Corporation now or hereafter authorized,
issued or sold, or to any obligations or securities convertible into stock of
the Corporation, or any right of subscription to any thereof, now or hereafter
authorized, issued or sold, other than such, if any, as the Board of Directors
in its discretion may determine, and at such prices and on such terms as the
Board of Directors may fix pursuant to the authority conferred by law and by
this Certificate of Incorporation.
THIRTEENTH: Inasmuch as it is contemplated that the directors of this
Corporation shall be of large and varied business interests, it is hereby
provided that in the absence of fraud no contract or other transaction between
the Corporation and any other corporation and no act of the Corporation shall in
any manner be affected or invalidated by the fact that any of the directors of
the Corporation are pecuniarily or otherwise interested in or are directors or
officers of such other corporation. In the absence of fraud any director
individually, or any firm or association of which any director may be a member,
may be a party to or may be pecuniarily or otherwise interested in any contract
or transaction of the Corporation, provided that the fact that he or such firm
or association is so interested shall be disclosed or shall have been known to
the Board of Directors or to a majority thereof; and any director of the
Corporation who is also a director or officer of such other corporation or who
is so interested may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the Corporation which shall authorize any
such contract or transaction, and may vote thereat to authorize any such
contract or transaction or with respect thereto, with like force and effect as
if he were not such director or officer of such other corporation or not so
interested. Any director and/or officer of this Corporation may act as a
director and/or officer of any subsidiary or affiliated corporation and may vote
or act without restriction or qualification with regard to any transaction
between such corporations.
A Director of this Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except to the extent such exemption from liability or limitation
thereof is not permitted under the Delaware General Corporation Law as the same
exists or may hereafter be amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.
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FOURTEENTH: Any contract, transaction or act of the Corporation or of
the Board of Directors, which shall be ratified, at any annual meeting or at any
special meeting called for such purpose by a majority of a quorum of the holders
of stock having voting power at the time of such meeting, present either in
person or by proxy, shall, except as may be otherwise specifically provided by
law, or by this Certificate of Incorporation, be as valid and as binding as
though ratified by every stockholder of the Corporation; but nothing herein
contained shall be deemed or construed to require the submission of any such
contract, transaction or act to the stockholders nor to deprive the Board of
Directors of its power and authority in the premises, except as may be otherwise
specifically provided by law or by this Certificate of Incorporation.
FIFTEENTH: The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights conferred on
stockholders hereunder are granted subject to this provision.
4. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors in accordance with Section 245 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said CSS INDUSTRIES, INC. has caused this
Certificate to be signed by Jack Farber, its Chairman of the Board and
President, and attested by Stephen V. Dubin, its Secretary, this 28th day of
November, 1990.
CSS INDUSTRIES, INC.
By:
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Chairman of the Board
and President
ATTEST:
By:
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Secretary
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