EX-3.1 2 ex_122323.htm EXHIBIT 3.1 ex_122323.htm

 

Exhibit 3.1

 

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

 

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

FIRST: That at a meeting of the Board of Directors of Educational Development 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 directing that the amendment be considered at the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered fourth so that, as amended, said Article shall be and read as follows:

 

FOURTH: The aggregate number of shares of all classes of stock which the corporation shall have the authority to issue is 16,000,000 shares, each of the shares having a par value of $0.20, all of which shares shall be Common Stock.

 

SECOND: That thereafter, pursuant to resolution of its Board of Directors, the annual 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 amendment.

 

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.

 

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed as of this ____ day of August, 2018.

 

By:                                                                

Authorized Officer

Title: Chairman of the Board, President and Chief Executive Officer

Name: Randall W. White