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Exhibit 4(b)
Certificate of Amendment of
Certificate of Incorporation of
Core Materials Corporation
as filed with the Secretary of State of Delaware
on November 6, 1996
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Core Materials Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That pursuant to the unanimous written consent of the Board of
Directors of Core Materials Corporation, resolutions were duly adopted setting
forth a proposed amendment of the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a meeting of
the stockholders of said corporation for consideration thereof. The resolutions
setting forth the proposed amendments are as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the first paragraph of the Article numbered "IV"
so that, as amended said paragraph of such Article shall be and read
as follows:
"The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is thirty million
(30,000,000) shares, of which twenty million (20,000,000) shares shall
be Common Stock of the par value of one cent ($0.01) each (hereinafter
called "Common Stock") and ten million (10,000,000) shares shall be
Preferred Stock of the par value of one cent ($0.01) each (hereinafter
called "Preferred Stock")."
FURTHER RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof numbered "VI"
so that, as amended said Article shall be and read as follows:
"SECTION l. Vote Generally Required. Notwithstanding anything
contained herein or in the General Corporation Law of the State of
Delaware, the Corporation shall not (a) merge or consolidate with any
one or more corporations, joint-stock associations or non-stock
corporations (other than in a merger not requiring any vote of
stockholders of the Corporation under the General Corporation Law of
Delaware), (b) sell, lease or exchange all or substantially all of its
property and assets or (c) adopt any plan or proposal for the
liquidation or dissolution of the Corporation, unless (1) the Board of
Directors shall, at a meeting duly called, adopt a resolution, by the
affirmative
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vote of at least two-thirds (2/3) of the entire Board of Directors,
approving such action and (2) such action shall be approved at a
meeting by the affirmative vote of the holders of 66-2/3% of the shares
of capital stock of the Corporation then outstanding and entitled to
vote generally in the election of directors ("Voting Stock"), voting
together as a single class and, except as expressly provided in this
Certificate of Incorporation or in any resolution or resolutions
adopted by the Board of Directors pursuant to authority expressly
vested in it by the provisions of Article IV with respect to the
Preferred Stock and except as otherwise provided by law, no vote by
holders of capital stock of the Corporation other than Voting Stock
shall be required to approve such action.
SECTION 2: Amendment or Repeal. Notwithstanding the fact that a lesser
percentage may be specified by the General Corporation Law of
Delaware, the affirmative vote of the holders of record of at least
66-2/3% of the shares of the Voting Stock, voting together as a single
class, shall be required to amend, alter or repeal any provision of,
or to adopt any provision or provisions inconsistent with, any
provision of this Article."
FURTHER RESOLVED, that the Certificate of Incorporation of the
corporation be amended by changing the Article thereof numbered "XIII"
so that, as amended said Article shall be and read as follows:
"The Corporation reserves the right to amend, alter, change or repeal
any provisions contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all the provisions of
this Certificate of Incorporation and all rights and powers conferred
in this Certificate of Incorporation on stockholders, directors and
officers are subject to this reserved power; provided that (a) the
affirmative vote of the holders of record of at least 66-2/3% of the
shares of Voting Stock, voting together as a single class, shall be
required to amend, alter, change, or repeal any provision of, or to
adopt any provision or provisions inconsistent with Article VI or this
subsection (a) of Article XIII of this Certificate of Incorporation;
(b) the affirmative vote of the holders of record of at least 80% of
the shares of Voting Stock, voting together as a single class, shall be
required to amend, alter, change, or repeal any provision of, or adopt
any provision or provisions inconsistent with Section 2 of Article IX
or this subsection (b) of Article XIII of this Certificate of
Incorporation; and (c) the affirmative vote of the holders of record of
at least 80% of the shares of
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Voting Stock present in person or by proxy at a meeting of
stockholders, voting together as a single class, shall be required to
amend, alter, change, or repeal any provision of, or to adopt any
provision or provisions inconsistent with Article XI or this subsection
(c) of Article XIII of this Certificate of Incorporation,
notwithstanding the fact that a lesser percentage may be specified by
the General Corporation Law of Delaware."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the Stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendments.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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