CERTIFICATE OF INCORPORATION
MILLFELD TRADING CO. INC.
A CLOSE CORPORATION
FIRST. The name of the corporation is Millfeld Trading Co. Inc.
SECOND. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of the business or purposes to be conducted or promoted is to act as agent or broker, on commission or otherwise for individuals, partnerships, corporations, foreign or domestic and to aid and assist, promote, and conserve the interests of, and afford facilities for the convenient transaction of business by its principals in all parts of the world with respect to the importing into the United States of America men’s, women’s and children’s shoes; to borrow or raise moneys for the aforementioned purposes of the corporation and, from time to time, without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the
payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate services as are necessary in the furtherance of the aforementioned purposes of the corporation; and, in general, to possess and exercise all of the powers and privileges granted by the General Corporation Law of Delaware or by an other law of Delaware or by this Certificate of Incorporation together with any lowers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the aforementioned purposes of the corporation.
FOURTH. The total number of shares which the corporation is authorized to issue is one hundred (100) shares of common stock having a par value of one hundred ($100) dollars per share. Ninety (90) shares shall be classified as Class A voting common stock with a par value of one hundred ($100) dollars per share and ten (10) shares shall be classified as Class B non-voting common stock with a par value of one hundred ($100) dollars per share.
The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof are as follows:
The holders of Class A and Class B shares (regardless of the class of the share) shall participate equally to the same amount per share in all dividends and any distribution of assets upon the liquidation, dissolution or winding up of the corporation or otherwise.
The holders of Class A shares shall exclusively possess all the voting power of the corporation for the election of directors and for all other purposes, and the holders of Class B shares shall have no voting power and no holder thereof shall be entitled to receive notice of any meeting of shareholders.
Notwithstanding any other of the articles of this Certificate of Incorporation or the General Corporation Law of the State of Delaware, no amendment to the Certificate of Incorporation of this corporation or other shareholder action affecting a sub-division or consolidation of an outstanding class of common shares may be made unless at the same time a similar subdivision or consolidation of the outstanding shares of the other class is also made, and the directors shall not declare or pay any dividends payable in Class B shares to holders of Class B shares nor in Class A shares to the holders of Class A shares unless at the same time a similar dividend be declared and paid to the holders of shares of all other classes. Share dividends shall not be declared in shares of the class to holders of another class.
All of the issued and outstanding stock of all classes shall be held of record by not more than twenty (20) persons, as defined in Section 342 of the General Corporation Law; the corporation shall make no offering of any of