SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                     EXHIBIT 3.8

                CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS,
           PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
               SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
                 RESTRICTIONS THEREOF, OF SERIES J 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: