{"id":41589,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-avon-products-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-avon-products-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-avon-products-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; Avon Products Inc."},"content":{"rendered":"<pre>\n\n                            CERTIFICATE OF AMENDMENT\n\n                                       of\n\n                        THE CERTIFICATE OF INCORPORATION\n\n                                       of\n\n                               AVON PRODUCTS, INC.\n\n                            (Under Section 805 of the\n                            Business Corporation Law)\n\n\n\n\n           Pursuant to the provisions of Sections 502 and 805 of the Business\nCorporation Law, the undersigned hereby certify:\n\n           1. The name of the corporation is AVON PRODUCTS, INC. (the\n'Corporation') and the name under which the Corporation was formed is California\nPerfume Company, Inc.\n\n           2. The Certificate of Incorporation of the Corporation was filed by\nthe Department of State of the State of New York on January 27, 1916.\n\n           3. The Certificate of Incorporation of the Corporation is hereby\namended by the addition of the following provision stating the number,\ndesignations, relative rights, preferences and limitations of a series of Series\nB Participating Preferred Stock, par value $1.00 per share, as fixed by the\nBoard of Directors of the Corporation pursuant to the authority vested in it by\nthe Certificate of Incorporation of the Corporation.\n\n           ARTICLE IIIB. Series B Junior Participating Preferred Stock:\n\n           Section 1. Designation and Amount. The shares of such series shall be\ndesignated as 'Series B Junior Participating Preferred Stock' (the 'Series B\nPreferred Stock') and the number of shares constituting the Series B Preferred\nStock shall be 2,000,000. Such \n\n\nnumber of shares may be increased or decreased by resolution of the Board of\nDirectors; provided, that no decrease shall reduce the number of shares of\nSeries B Preferred Stock to a number less than the number of shares then\noutstanding plus the number of shares reserved for issuance upon the exercise of\noutstanding options, rights or warrants or upon the conversion of any\noutstanding securities issued by the Corporation convertible into Series B\nPreferred Stock.\n\n           Section 2. Dividends and Distributions.\n\n           (A) Subject to the rights of the holders of any shares of any series\n      of Preferred Stock (or any similar stock) ranking prior and superior to\n      the Series B Preferred Stock with respect to dividends, the holders of\n      shares of Series B Preferred Stock, in preference to the holders of Common\n      Stock, par value $0.25 per share (the 'Common Stock'), of the Corporation,\n      and of any other junior stock, shall be entitled to receive, when, as and\n      if declared by the Board of Directors out of funds legally available for\n      the purpose, quarterly dividends payable in cash on the first day of\n      March, June, September and December in each year (each such date being\n      referred to herein as a 'Quarterly Dividend Payment Date'), commencing on\n      the first Quarterly Dividend Payment Date after the first issuance of a\n      share or fraction of a share of Series B Preferred Stock, in an amount per\n      share (rounded to the nearest cent) equal to the greater of (a) $10 or (b)\n      subject to the provision for adjustment hereinafter set forth, 100 times\n      the aggregate per share amount of all cash dividends, and 100 times the\n      aggregate per share amount (payable in kind) of all non-cash dividends or\n      other distributions, other than a dividend payable in shares of Common\n      Stock or a subdivision of the outstanding shares of Common Stock (by\n      reclassification or otherwise), declared on the Common Stock since the\n      immediately preceding Quarterly Dividend Payment Date or, with respect to\n      the first Quarterly Dividend Payment Date, since the first issuance of any\n      share or fraction of a share of Series B Preferred Stock. In the event the\n      Corporation shall at any time declare or pay any dividend on the Common\n      Stock payable in shares of Common Stock, or effect a subdivision or\n      combination or consolidation of the outstanding shares of Common Stock (by\n      reclassification or otherwise than by payment of a dividend in shares of\n      Common Stock) into a greater or lesser number of shares of Common Stock,\n      then in each such case the amount to which holders of shares of Series B\n      Preferred Stock were entitled immediately prior to such event under clause\n      (b) of the preceding sentence shall be adjusted by multiplying such amount\n      by a fraction, the numerator of which is the number of shares of Common\n      Stock outstanding immediately after such event and the denominator of\n      which is the number of shares of Common Stock that were outstanding\n      immediately prior to such event.\n\n           (B) The Corporation shall declare a dividend or distribution on the\n      Series B Preferred Stock as provided in paragraph (A) of this Section\n      immediately after it declares a dividend or distribution on the Common\n      Stock (other than a dividend \n\n\n                                      \n\n      payable in shares of Common Stock); provided that, in the event no \n      dividend or distribution shall have been declared on the Common Stock \n      during the period between any Quarterly Dividend Payment Date and the next\n      subsequent Quarterly Dividend Payment Date, a dividend of $10 per share on\n      the Series B Preferred Stock shall nevertheless be payable on such \n      subsequent Quarterly Dividend Payment Date.\n\n           (C) Dividends shall begin to accrue and be cumulative on outstanding\n      shares of Series B Preferred Stock from the Quarterly Dividend Payment\n      Date next preceding the date of issue of such shares, unless the date of\n      issue of such shares is prior to the record date for the first Quarterly\n      Dividend Payment Date, in which case dividends on such shares shall begin\n      to accrue from the date of issue of such shares, or unless the date of\n      issue is a Quarterly Dividend Payment Date or is a date after the record\n      date for the determination of holders of shares of Series B Preferred\n      Stock entitled to receive a quarterly dividend and before such Quarterly\n      Dividend Payment Date, in either of which events such dividends shall\n      begin to accrue and be cumulative from such Quarterly Dividend Payment\n      Date. Accrued but unpaid dividends shall not bear interest. Dividends paid\n      on the shares of Series B Preferred Stock in an amount less than the total\n      amount of such dividends at the time accrued and payable on such shares\n      shall be allocated pro rata on a share-by-share basis among all such\n      shares at the time outstanding. The Board of Directors may fix a record\n      date for the determination of holders of shares of Series B Preferred\n      Stock entitled to receive payment of a dividend or distribution declared\n      thereon, which record date shall be not more than 60 days prior to the\n      date fixed for the payment thereof.\n\n           Section 3. Voting Rights. The holders of shares of Series B Preferred\nStock shall have the following voting rights:\n\n           (A) Subject to the provision for adjustment hereinafter set forth,\n      each share of Series B Preferred Stock shall entitle the holder thereof to\n      100 votes on all matters submitted to a vote of the stockholders of the\n      Corporation. In the event the Corporation shall at any time declare or pay\n      any dividend on the Common Stock payable in shares of Common Stock, or\n      effect a subdivision or combination or consolidation of the outstanding\n      shares of Common Stock (by reclassification or otherwise than by payment\n      of a dividend in shares of Common Stock) into a greater or lesser number\n      of shares of Common Stock, then in each such case the number of votes per\n      share to which holders of shares of Series B Preferred Stock were entitled\n      immediately prior to such event shall be adjusted by multiplying such\n      number by a fraction, the numerator of which is the number of shares of\n      Common Stock outstanding immediately after such event and the denominator\n      of which is the number of shares of Common Stock that were outstanding\n      immediately prior to such event.\n\n\n           (B) Except as otherwise provided herein, in any other Certificate of\n      Amendment creating a series of Preferred Stock or any similar stock, or by\n      law, the holders of shares of Series B Preferred Stock and the holders of\n      shares of Common Stock and any other capital stock of the Corporation\n      having general voting rights shall vote together as one class on all\n      matters submitted to a vote of stockholders of the Corporation.\n\n           (C) Except as set forth herein, or as otherwise provided by law,\n      holders of Series B Preferred Stock shall have no special voting rights\n      and their consent shall not be required (except to the extent they are\n      entitled to vote with holders of Common Stock as set forth herein) for\n      taking any corporate action.\n\n           Section 4. Certain Restrictions.\n\n           (A) Whenever quarterly dividends or other dividends or distributions\n      payable on the Series B Preferred Stock as provided in Section 2 are in\n      arrears, thereafter and until all accrued and unpaid dividends and\n      distributions, whether or not declared, on shares of Series B Preferred\n      Stock outstanding shall have been paid in full, the Corporation shall not:\n\n                 (i) declare or pay dividends, or make any other distributions,\n           on any shares of stock ranking junior (either as to dividends or upon\n           liquidation, dissolution or winding up) to the Series B Preferred\n           Stock;\n\n                 (ii) declare or pay dividends, or make any other distributions,\n           on any shares of stock ranking on a parity (either as to dividends or\n           upon liquidation, dissolution or winding up) with the Series B\n           Preferred Stock, except dividends paid ratably on the Series B\n           Preferred Stock and all such parity stock on which dividends are\n           payable or in arrears in proportion to the total amounts to which the\n           holders of all such shares are then entitled;\n\n                 (iii) redeem or purchase or otherwise acquire for consideration\n           shares of any stock ranking junior (either as to dividends or upon\n           liquidation, dissolution or winding up) to the Series B Preferred\n           Stock, provided that the Corporation may at any time redeem, purchase\n           or otherwise acquire shares of any such junior stock in exchange for\n           shares of any stock of the Corporation ranking junior (either as to\n           dividends or upon dissolution, liquidation or winding up) to the\n           Series B Preferred Stock; or\n\n                 (iv) redeem or purchase or otherwise acquire for consideration\n           any shares of Series B Preferred Stock, or any shares of stock\n           ranking on a parity with the Series B Preferred Stock, except in\n           accordance with a purchase offer made in writing or by publication\n           (as determined by the Board of Directors) to \n\n\n\n\n           all holders of such shares upon such terms as the Board of Directors,\n           after consideration of the respective annual dividend rates and other\n           relative rights and preferences of the respective series and classes,\n           shall determine in good faith will result in fair and equitable\n           treatment among the respective series or classes.\n\n           (B) The Corporation shall not permit any subsidiary of the\n      Corporation to purchase or otherwise acquire for consideration any shares\n      of stock of the Corporation unless the Corporation could, under paragraph\n      (A) of this Section 4, purchase or otherwise acquire such shares at such\n      time and in such manner.\n\n           Section 5. Reacquired Shares. Any shares of Series B Preferred Stock\npurchased or otherwise acquired by the Corporation in any manner whatsoever\nshall be retired and cancelled promptly after the acquisition thereof. All such\nshares shall upon their cancellation become authorized but unissued shares of\nPreferred Stock and may be reissued as part of a new series of Preferred Stock\nsubject to the conditions and restrictions on issuance set forth herein, in the\nCertificate of Incorporation, or in any other Certificate of Amendment creating\na series of Preferred Stock or any similar stock or as otherwise required by\nlaw.\n\n           Section 6. Liquidation, Dissolution or Winding Up. Upon any\nliquidation, dissolution or winding up of the Corporation, no distribution shall\nbe made (1) to the holders of shares of stock ranking junior (either as to\ndividends or upon liquidation, dissolution or winding up) to the Series B\nPreferred Stock unless, prior thereto, the holders of shares of Series B\nPreferred Stock shall have received $100 per share, plus an amount equal to\naccrued and unpaid dividends and distributions thereon, whether or not declared,\nto the date of such payment, provided that the holders of shares of Series B\nPreferred Stock shall be entitled to receive an aggregate amount per share,\nsubject to the provision for adjustment hereinafter set forth, equal to 100\ntimes the aggregate amount to be distributed per share to holders of shares of\nCommon Stock, or (2) to the holders of shares of stock ranking on a parity\n(either as to dividends or upon liquidation, dissolution or winding up) with the\nSeries B Preferred Stock, except distributions made ratably on the Series B\nPreferred Stock and all such parity stock in proportion to the total amounts to\nwhich the holders of all such shares are entitled upon such liquidation,\ndissolution or winding up. In the event the Corporation shall at any time\ndeclare or pay any dividend on the Common Stock payable in shares of Common\nStock, or effect a subdivision or combination or consolidation of the\noutstanding shares of Common Stock (by reclassification or otherwise than by\npayment of a dividend in shares of Common Stock) into a greater or lesser number\nof shares of Common Stock, then in each such case the aggregate amount to which\nholders of shares of Series B Preferred Stock were entitled immediately prior to\nsuch event under the proviso in clause (1) of the preceding sentence shall be\nadjusted by multiplying such amount by a fraction the numerator of which is the\nnumber of shares of Common Stock outstanding immediately after such event and\nthe denominator of which is \n\n\n\nthe number of shares of Common Stock that were outstanding immediately prior to\nsuch event.\n\n           Section 7. Consolidation, Merger, etc. In case the Corporation shall\nenter into any consolidation, merger, combination or other transaction in which\nthe shares of Common Stock are exchanged for or changed into other stock or\nsecurities, cash and\/or any other property, then in any such case each share of\nSeries B Preferred Stock shall at the same time be similarly exchanged or\nchanged into an amount per share, subject to the provision for adjustment\nhereinafter set forth, equal to 100 times the aggregate amount of stock,\nsecurities, cash and\/or any other property (payable in kind), as the case may\nbe, into which or for which each share of Common Stock is changed or exchanged.\nIn the event the Corporation shall at any time declare or pay any dividend on\nthe Common Stock payable in shares of Common Stock, or effect a subdivision or\ncombination or consolidation of the outstanding shares of Common Stock (by\nreclassification or otherwise than by payment of a dividend in shares of Common\nStock) into a greater or lesser number of shares of Common Stock, then in each\nsuch case the amount set forth in the preceding sentence with respect to the\nexchange or change of shares of Series B Preferred Stock shall be adjusted by\nmultiplying such amount by a fraction, the numerator of which is the number of\nshares of Common Stock outstanding immediately after such event and the\ndenominator of which is the number of shares of Common Stock that were\noutstanding immediately prior to such event.\n\n           Section 8. No Redemption. The shares of Series B Preferred Stock\nshall not be redeemable.\n\n           Section 9. Rank. The Series B Preferred Stock shall rank, with\nrespect to the payment of dividends and the distribution of assets, junior to\nall series of any other class of the Corporation's Preferred Stock.\n\n           Section 10. Amendment. The Certificate of Incorporation of the\nCorporation shall not be amended in any manner which would materially alter or\nchange the powers, preferences or special rights of the Series B Preferred Stock\nso as to affect them adversely without the affirmative vote of the holders of at\nleast two-thirds of the outstanding shares of Series B Preferred Stock, voting\ntogether as a single class.\n\n           Section 11. Board Approval. This Certificate of Amendment of the\nCertificate of the Incorporation of the Corporation was approved by the Board of\nDirectors on March 5, 1998.\n\n\n\n\n\n\n\n\n           IN WITNESS WHEREOF, we have executed and subscribed this Certificate\nof Amendment, and do affirm the foregoing as true, this 30th day of March, 1998,\nunder penalties of perjury.\n\n\n\n                                    \n                                     Name:\/s\/ James E. Preston\n                                     Title: Chairman of the Board\n                                                &amp; Chief Executive Officer\n\n\n                                    Name:  Ward M.  Miller, Jr.\n                                     Title:  Senior Vice President,\n                                                 General Counsel &amp; Secretary\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6822],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9573,9575],"class_list":["post-41589","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-avon-products-inc","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41589","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41589"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41589"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41589"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41589"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}