EX-3.2 3 a2154536zex-3_2.htm EXHIBIT 3.2

Exhibit 3.2

 

CERTIFICATE OF AMENDMENT TO

 

CERTIFICATE OF INCORPORATION OF

 

PP HOLDING CORPORATION II

 

Pursuant to Section 242 of the Delaware General Corporation Law

 

* * * * * * *

 

PP HOLDING CORPORATION II, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

 

FIRST: That in lieu of a meeting and vote of the Board of Directors of the Corporation, such Board of Directors has given its unanimous written consent in accordance with the provisions of Section 141 of the General Corporation Law of the State of Delaware to the adoption of a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation (the “Amendment”) and directed that the Amendment be submitted to the shareholders of the issued and outstanding shares of Common Stock of the Corporation entitled to vote thereon for its consideration and approval:

 

“RESOLVED, that the board of directors of the corporation deem it advisable and in its best interest to amend its Certificate of Incorporation of the Corporation by deleting ARTICLE I in its entirety  and inserting in its place a new ARTICLE I to read as follows:

 

ARTICLE I

 

The name of the corporation (the “Corporation”) is:

 

Polypore International, Inc.

 



 

SECOND:  That the Amendment was duly adopted and authorized by the Corporation’s Board of Directors and Shareholders in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

 

 

[Remainder of Page Intentionally Left Blank]

 

2



 

IN WITNESS WHEREOF, PP Holding Corporation II, the corporation mentioned and described above, has caused this certificate to be signed by its duly authorized officer this day of June, 2004.

 

 

 

PP HOLDING CORPORATION II

 

 

 

 

 

By:

/s/ Frank Nasisi

 

 

 

Name: Frank Nasisi

 

 

Title: President and Chief Executive Officer