Attached files
| file | filename |
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| 8-K - FORM 8-K - ARDEN GROUP INC | arden_8k-090512.htm |
Exhibit 3.1
CERTIFICATE OF RETIREMENT
OF
CLASS B COMMON STOCK
OF ARDEN GROUP, INC.
(Pursuant to Section 243 of the General
Corporation Law of the State of Delaware)
Arden Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, certifies as follows:
FIRST: Article FOURTH of the corporation’s Restated Certificate of Incorporation, as amended by a Certificate of Amendment filed June 17, 1998, authorizes the issuance of one million five hundred thousand (1,500,000) shares of Class B Common Stock, par value $0.25 per share (the “Class B Stock”).
SECOND: On March 15, 2012, the board of directors of the corporation by resolution, retired one million three hundred seventy thousand seven hundred thirty eight (1,370,738) shares of Class B Stock.
THIRD: Paragraph (b) of Section 4 of Article FOURTH of the corporation’s Restated Certificate of Incorporation prohibits the reissuance of such shares of Class B Stock.
FOURTH: Pursuant to the provisions of Section 243 of the General Corporation Law of Delaware, the authorized number of shares of the Class B Stock is hereby reduced from one million five hundred thousand (1,500,000) shares of Class B Stock to one hundred twenty-nine thousand two hundred sixty two (129,262) shares of Class B Stock.
IN WITNESS WHEREOF, Arden Group, Inc. has caused this certificate to be signed by its duly authorized officer this 23rd day of August, 2012.
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By:
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/s/ BERNARD BRISKIN | ||
| Name: Bernard Briskin | |||
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Chairman of the Board of Directors
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| President, and Chief Executive Officer |