Attached files
Exhibit 3.2
CERTIFICATE OF ELIMINATION OF THE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
NCI BUILDING SYSTEMS, INC.
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
NCI BUILDING SYSTEMS, INC.
Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware
of the General Corporation Law
of the State of Delaware
NCI Building Systems, Inc., a corporation organized and existing under the laws of the State
of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General
Corporation Law of the State of Delaware, hereby certifies as follows:
1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and
authority granted in the Certificate of Incorporation of the Company, as theretofore amended, the
Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series
of six hundred thousand (600,000) shares of Series A Junior Participating Preferred Stock, par
value $1.00 per share (the “Preferred Stock”), and established the voting powers, designations,
preferences and relative, participating and other rights, and the qualifications, limitations or
restrictions thereof, and, on July 28, 1998, filed a Certificate of Designation with respect to
such Preferred Stock in the office of the Secretary of State of the State of Delaware.
2. That no shares of said Preferred Stock are outstanding and no shares thereof will be issued
subject to said Certificate of Designation.
3. That the Board of Directors of the Company has adopted the following resolutions:
WHEREAS, by resolution of the Board of Directors of the Company
and by a Certificate of Designation (the “Certificate of
Designation”) filed in the office of the Secretary of State of the
State of Delaware on July 28, 1998, the Company authorized the
issuance of a series of six hundred thousand (600,000) shares of
Series A Junior Participating Preferred Stock, par value $1.00 per
share, of the Company (the “Preferred Stock”) and established the
voting powers, designations, preferences and relative, participating
and other rights, and the qualifications, limitations or
restrictions thereof; and
WHEREAS, as of the date hereof, no shares of the Preferred
Stock have been, or will be, issued subject to said Certificate of
Designations; and
WHEREAS, it is desirable that all matters set forth in the
Certificate of Designation with respect to such Preferred Stock be
eliminated from the Certificate of Incorporation, as heretofore
amended, of the Company.
NOW, THEREFORE, BE IT AND IT HEREBY IS
RESOLVED, that all matters set forth in the Certificate of
Designation with respect to such Preferred Stock be eliminated from
the Certificate of Incorporation, as heretofore amended, of the
Company; and it is further
RESOLVED, that the officers of the Company be, and hereby are,
authorized and directed to file a Certificate with the office of the
Secretary of State of the State of Delaware setting forth a copy of
these resolutions whereupon all matters set forth in the Certificate
of Designation with respect to such Preferred Stock shall be
eliminated from the Certificate of Incorporation, as heretofore
amended, of the Company.
4. That, accordingly, all matters set forth in the Certificate of Designation with respect to
the Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as
heretofore amended, of the Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate and does affirm the
foregoing as true this 20th day of October, 2009.
| NCI BUILDING SYSTEMS, INC. |
||||
| /s/ Mark E. Johnson | ||||
| Mark E. Johnson | ||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||