Exhibit
3.1
CONSTELLATION
BRANDS, INC.
CERTIFICATE
OF ELIMINATION
of
the
5.75%
SERIES
A MANDATORY CONVERTIBLE PREFERRED STOCK
Pursuant
to Section 151(g) of the
General
Corporation Law of the State of Delaware
Constellation
Brands, Inc., a Delaware corporation (the “Corporation”),
DOES
HEREBY CERTIFY:
FIRST:
That at
a meeting of the Board of Directors of the Corporation held on October 4, 2006,
the following resolutions were duly adopted authorizing the elimination of
all
matters set forth in the Certificate of Designations with respect to the 5.75%
Series A Mandatory Convertible Preferred Stock of the Corporation:
WHEREAS,
on
July
29, 2003, Constellation Brands, Inc. (the “Corporation”) filed a Certificate of
Designations with respect to the 5.75% Series A Mandatory Convertible
Preferred Stock (the “Certificate of Designations”) pursuant to Section 151(g)
of the General Corporation Law of the State of Delaware; and
WHEREAS,
all
of
the shares of 5.75% Series A Mandatory Convertible Preferred Stock of the
Corporation have been converted into shares of Class A Common Stock of the
Corporation or cash in lieu of fractional shares of Class A Common
Stock;
NOW,
THEREFORE, it is
RESOLVED, that
no
shares of 5.75% Series A Mandatory Convertible Preferred Stock of the
Corporation are outstanding, and no such shares will be issued subject to the
Certificate of Designations;
RESOLVED,
that
the
officers of the Corporation are hereby authorized to execute and file with
the
Secretary of State of the State of Delaware a certificate pursuant to Sections
103 and 151(g) of the General Corporation Law of the State of Delaware setting
forth these resolutions in order to eliminate from the Corporation’s Restated
Certificate of Incorporation all matters set forth in the Certificate of
Designations (the “Certificate of Elimination”);
RESOLVED,
that
the
appropriate officers of the Corporation, and each of them, are hereby authorized
to take, or cause to be taken, such further action, and to execute and deliver,
or cause to be executed and delivered, for and in the name and on behalf of
the
Corporation, all such instruments, documents and certificates, as they may
deem
necessary, appropriate or desirable in order to effect the purposes of the
foregoing resolutions (as conclusively evidenced by the taking of such action
or
the execution and delivery of such instruments, documents or certificates,
as
the case may be, by or under the direction of such officers).
SECOND:
That
in
accordance with the provisions of Section 151(g) of the General Corporation
Law
of the State of Delaware, the Restated Certificate of Incorporation of the
Corporation is hereby amended to eliminate all matters set forth in the
Certificate of Designations filed on July 29, 2003 with respect to the 5.75%
Series A Mandatory Convertible Preferred Stock.
IN
WITNESS WHEREOF,
the
Corporation has caused this certificate to be signed by a duly authorized
officer on this 11th day
of
October, 2006.
| CONSTELLATION
BRANDS, INC. |
| |
|
/s/
Richard Sands
|
|
Name:
|
Richard
Sands
|
|
Title:
|
Chairman
of the Board and
Chief
Executive Officer
|