EX-3.(A)(XIX) 3 w47335exv3wxayxxixy.txt ARTICLES OF AMENDMENT DATED DECEMBER20, 2007 Exhibit 3(a)xix -------------------------------------------------------------------------------- PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU ---------- Articles of Amendment-Domestic Corporation (15 Pa.C.S.) Entity Number 140599 [X] Business Corporation (Section 1915) [ ] Nonprofit Corporation (Section 5915) Name DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER TO ESQUIRE ASSIST THE LEFT. Address COUNTER PICK-UP City State Zip Code _____________________________________________ -------------------------------------------------------------------------------- Fee: $70 ---------------------------------------------- Filed in the Department of State on 12/20/2007 Pedro A. Cortes Secretary of the Commonwealth ---------------------------------------------- In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that: -------------------------------------------------------------------------------- 1. The name of the corporation is: P. H. GLATFELTER COMPANY -------------------------------------------------------------------------------- 2. The (a) address of this corporation's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) Number and Street City State Zip County ___________________________________________________________________________ (b) Name of Commercial Registered Office Provider County c/o CORPORATION SERVICE COMPANY -------------------------------------------------------------------------------- 3. The statute by or under which it was incorporated: Pennsylvania Business Corporation Law -------------------------------------------------------------------------------- 4. The date of its incorporation: DECEMBER 16, 1905 -------------------------------------------------------------------------------- 5. Check, and if appropriate complete, one of the following: [X] The amendment shall be effective upon filing these Articles of Amendment in the Department of State. [ ] The amendment shall be effective on: ____________ at ____________ Date Hour -------------------------------------------------------------------------------- DSCB:15-1915/5915-2 -------------------------------------------------------------------------------- 6. Check one of the following: [ ] The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. Section 1914(a) and (b) or Section 5914(a). [X] The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. Section 1914(c) or Section 5914(b). -------------------------------------------------------------------------------- 7. Check, and if appropriate, complete one of the following: [ ] The amendment adopted by the corporation, set forth in full, is as follows: [X] The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. -------------------------------------------------------------------------------- 8. Check if the amendment restates the Articles: [ ] The restated Articles of Incorporation supersede the original articles and all amendments thereto. -------------------------------------------------------------------------------- ---------------------------------------- IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 20th day of December, 2007. P. H. GLATFELTER COMPANY Name of Corporation /s/ Jeffery J. Norton ---------------------------------------- Signature V.P., General Counsel and Secretary Title ---------------------------------------- EXHIBIT A TO ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF P. H. GLATFELTER COMPANY The first paragraph of Article 5 of the Company's Articles of Incorporation, as amended and restated and subsequently amended, is further amended to add the following two sentences to the end of the first paragraph, effective as of the filing of the Articles of Amendment with the Pennsylvania Department of State: Any or all classes and series of shares, or any part thereof, may be represented by certificates or may be uncertificated shares, provided, however, that any shares represented by a certificate that are issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. The rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.