Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - AMERICAN INTERNATIONAL GROUP, INC. | y91942e8vk.htm |
| EX-3.2 - EX-3.2 - AMERICAN INTERNATIONAL GROUP, INC. | y91942exv3w2.htm |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES G CUMULATIVE MANDATORY CONVERTIBLE PREFERRED STOCK
OF
AMERICAN INTERNATIONAL GROUP, 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)
American International Group, Inc., a Delaware corporation (the “Corporation”), hereby
certifies in accordance with the provisions of Section 151(g) of the General Corporation Law of the
State of Delaware that the following resolutions were duly adopted by the Board of Directors of the
Corporation (the “Board”) on July 13, 2011:
RESOLVED, that pursuant to Section 151 of the General Corporation Law of the State of
Delaware and the authority granted to and vested in the Board in accordance with the
provisions of the Amended and Restated Certificate of Incorporation of the Corporation, the
Board, by resolutions duly adopted, authorized the issuance of a series of 20,000 shares of
Series G Cumulative Mandatory Convertible Preferred Stock, par value $5.00 per share (the
“Series G Preferred Stock”), of the Corporation, and established the voting and other
powers, and the relative rights and preferences, and the qualifications, limitations and
restrictions thereof, and, on January 14, 2011, filed a Certificate of Designations with
respect to the Series G Preferred Stock (the “Series G Certificate of Designations”) in the
office of the Secretary of State of the State of Delaware; and
FURTHER RESOLVED, that no shares of the Series G Preferred Stock are outstanding and no shares of the Series G Preferred Stock will be issued subject to the Series G Certificate of
Designations; and
FURTHER RESOLVED, that when a certificate setting forth this resolution becomes
effective, it shall have the effect of eliminating from the Amended and Restated Certificate
of Incorporation of the Corporation all matters set forth in the Series G Certificate of
Designations with respect to the Series G Preferred Stock.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed on
its behalf by its duly authorized officer this 13th day of July, 2011.
| AMERICAN INTERNATIONAL GROUP, INC. |
||||
| By: | /s/ Jeffrey A. Welikson | |||
| Name: | Jeffrey A. Welikson | |||
| Title: | Vice President, Corporate Secretary and Deputy General Counsel | |||
[Signature Page to Series G Preferred Stock Certificate of Elimination]