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 3.4

                       CERTIFICATE OF THE VOTING POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL
                     RIGHTS AND QUALIFICATIONS, LIMITATIONS
                          OR RESTRICTIONS THEREOF, OF
                           SERIES LMCN-V COMMON STOCK

                                       OF

                              AOL TIME WARNER INC.

                              ____________________

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


          AOL Time Warner Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), 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 3 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
Series Common Stock, par value $0.01 per share ("Series Common Stock"), of the
Corporation authorized to be issued pursuant to the Certificate of
Incorporation, a series of Series Common 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 Series Common Stock hereby established shall consist of
210,000,000 shares designated as Series LMCN-V Common Stock.  The number of
shares constituting such series may be increased or decreased (but not below the
number of shares then outstanding) from time to time by a resolution or
resolutions of the Board of Directors of the Corporation.