CERTIFICATE OF INCORPORATION
STURM, RUGER & COMPANY, INC.
STURM, RUGER & COMPANY, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Sturm, Ruger & Company, Inc., by unanimous written consent of its members, filed with the minutes of the board, duly adopted resolutions setting forth two proposed amendments to the Certificate of Incorporation of said corporation, declaring said amendments to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:
A. RESOLVED: that Article FOURTH of the Certificate of Incorporation, be and it hereby is amended to read as follows:
“FOURTH. (a) The Corporation shall have authority to issue Ten Million (10,000,000) shares of Common Stock of the par value of One Dollar ($1.00) each, amounting in the aggregate to Ten Million Dollars.”
B. RESOLVED: that Article FOURTH of the Certificate of Incorporation, be and it hereby is amended by adding subsection (b) to read as follows:
“(b) The Corporation shall have the further authority to issue Fifty Thousand (50,000) shares of Non-Voting Common Stock of the par value of One Dollar ($1.00) each, amounting in the aggregate to Fifty Thousand Dollars. The Common Stock and the Non-Voting Common Stock shall be identical in all respects except that the holders of Non-Voting Common Stock shall have no voting power for any purpose except when the vote of the class shall be required by law.”
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 holders of a majority of the stock entitled to vote at the meeting voted in favor of the amendments.
THIRD: That said amendments were 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 by John M. Kingsley, Jr. its Executive Vice-President, and attested by Gloria M. Biagioni, its Secretary, this 25th day of April, 1989.
|STURM, RUGER & COMPANY, INC.|
|By:||/s/ John M. Kingsley, Jr.|
|John M. Kingsley, Jr.|
|Its Executive Vice-President|
|By:||/s/ Gloria M. Biagioni|
|Gloria M. Biagioni,|