EX-3.I 2 v045742_ex3-i.htm
Exhibit 3(I)



CERTIFICATE ELIMINATING
REFERENCE TO SHARES OF
SERIES A PREFERRED STOCK
FROM THE CERTIFICATE OF INCORPORATION

OF

GENEREX BIOTECHNOLOGY CORPORATION

 
Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, it is hereby certified that:

1. The name of the corporation (hereinafter referred to as the “Corporation”) is Generex Biotechnology Corporation.

2. The designation of the series of shares of stock of the Corporation to which this Certificate relates is Series A Preferred Stock.

3. The voting powers, designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations, and restrictions of the said series of shares of stock were provided for in resolutions adopted by the Board of Directors of the Corporation pursuant to authority expressly vested in it by the provisions of the Certificate of Incorporation of the Corporation, as heretofore amended. The Certificate of Designation setting forth the said resolutions has been heretofore filed with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware.

4. The Board of Directors of the Corporation has adopted the following resolutions:

RESOLVED, that none of the authorized shares of the Series A Preferred Stock is outstanding; and

FURTHER RESOLVED, that none of the shares of Series A Preferred Stock will be issued hereafter; and

FURTHER RESOLVED, that all matters set forth in the Certificate of Designation relating to the Series A Preferred Stock be eliminated from the Certificate of Incorporation of the Corporation; and

 
 

 
 
FURTHER RESOLVED, that the proper officers of the Corporation be, and each hereby is, authorized and directed to file a certificate setting forth these resolutions with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of eliminating from the Certificate of Incorporation of the Corporation all references to the Series A Preferred Stock.

5. Accordingly, all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.

In accordance with Section 103(a)(2) and Section 103(b)(2) of the General Corporation Law of the State of Delaware, the Corporation hereby executes and acknowledges this Certificate this 13th day of June, 2006.


     
  GENEREX BIOTECHNOLOGY CORPORATION
 
 
 
 
 
 
  By:   /s/ Rose C. Perri
 
Rose C. Perri
  Secretary & Chief Financial Officer

 
 
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