SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                                                                     Exhibit 3.7

          CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES
             AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL
                   RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
                       RESTRICTIONS THEREOF, OF SERIES I
                          CONVERTIBLE PREFERRED STOCK

                                       OF

                              AOL TIME WARNER INC.
                                _______________

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware
                                _______________


          AOL Time Warner Inc. (the "Corporation"), a corporation organized and
existing by virtue of the General Corporation Law of the State of Delaware (the
"DGCL"), does hereby certify that the following resolution was duly adopted by
action of the Board of Directors of the Corporation (the "Board of Directors")
at a meeting duly held on [              ], 2000.

          RESOLVED that pursuant to the authority expressly granted to and
vested in the Board of Directors by the provisions of Section 2 of Article IV of
the Restated Certificate of Incorporation of the Corporation, as amended from
time to time (the "Certificate of Incorporation"), and Section 151(g) of the
DGCL, the Board of Directors hereby creates, from the authorized shares of
Preferred Stock, par value $0.10 per share ("Preferred Stock"), of the
Corporation authorized to be issued pursuant to the Certificate of
Incorporation, a series of Preferred Stock,
 and hereby fixes the voting powers,
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of the shares
of such series as follows:

          The series of Preferred Stock hereby established shall consist of
700,000 shares designated as Series I Convertible Preferred Stock. The rights,
preferences and limitations of such series shall be as follows:

          1.  Definitions.  As used herein, the following terms shall have the
              -----------
indicated meanings:

          1.1  "Accrued Dividend Amount" shall mean the aggregate amount of
accrued and unpaid dividends on a share of Series I Stock to and including the
Conversion Date,